Common use of Statement as to Compliance Clause in Contracts

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on or before March 15th of each calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on or before March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated responsibilites with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the TrusteeTrust Administrator, at the direction of the Depositorits sole option, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 20th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 3.20, which continues unremedied for ten (10) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed a Master Servicer an Event of Default Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor Depositor, the Trust Administrator and its their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on or before March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor and Purchaser, not later than 75 days following the Trust Administrator, on or before March 15th end of each calendar year beginning in 2008year, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer Copies of such statement shall deliver, or cause be provided by the Purchaser to any Sub-Servicer to deliver, Person identified as a similar Annual Statement prospective purchaser of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans. (b) With respect to any Loans that are subject to a Securitization Transaction or other securitization transaction, by February 28 of each year (or if not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Seller shall execute and deliver an Officer’s Certificate to the Purchaser, any Master Servicer and any related Depositor for the benefit of each such entity and such entity’s affiliates and the Trust Administrator officers, directors and agents of any such entity and such entity’s affiliates, an Officer’s Certificate in the form attached hereto as described above Exhibit 12 or Exhibit 14, as and when required with respect to directed by the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Purchaser. (c) The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer, the Depositor, the Purchaser (and its if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and Affiliates agents (any such person, an “Indemnified Party”) from and against any actual 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 or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Subsection 11.23, Subsection 11.24 or Subsection 11.25, or the negligence, bad faith or willful misconduct of the Master ServicerSeller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Seller agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Seller in the other in connection with a breach of the Seller’s obligations under this Section 3.20Subsection 11.23, Subsection 11.24 or Subsection 11.25, or the Seller’s negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on or before March 15th of each calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the TrusteeTrust Administrator, at the direction of the Depositorits sole option, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 20th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 3.20, which continues unremedied for ten (10) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed a Master Servicer an Event of Default Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor Depositor, the Trust Administrator and its their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall will deliver to the Depositor and the Trust Administrator, on or before not later than March 15th (with no cure period) of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ officer’s supervision and (ii) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, deliver a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated responsibilites with respect to the Mortgage LoansLoans or subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(i)-(iii) of Regulation AB, to the Depositor and the Trust Administrator as described above as and when required with respect to the Servicer. The Master Servicer shall include all annual statements of compliance received by it from each Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the TrusteeTrust Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, at or any applicable agreement in the direction case of a Servicing Function Participant, as the Depositorcase may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or to such applicable agreement, as the case may permit a cure period for the Master Servicer to deliver be, notwithstanding any such Annual Statement of Compliancetermination, but in no event later than March 18th of such yearassignment or resignation. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a Master Servicer Event of Default Default, and upon receipt of written notice from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer, as applicable, may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s rights to reimbursement of unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Master Servicer and the Trust Administrator shall also provide an Annual Statement of Compliance, as and when provided above. Each of the Servicer, the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Master Servicer shall will deliver to the Depositor Indenture Trustee, the NIMS Insurer and the Trust AdministratorDepositor not later than March 15th, on or before March 15th of each calendar year beginning commencing in 20082007, an Officers’ ' Certificate (an “"Annual Statement of Compliance”") substantially in the form of Exhibit [__] attached hereto stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement or other applicable servicing agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such calendar year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Copies of any such statement shall be provided by the Indenture Trustee to any Noteholder and to any Person identified to the Indenture Trustee as a prospective transferee of a Note, upon request at the expense of the requesting party, provided such statement is delivered by the Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar the Indenture Trustee. Such Annual Statement of Compliance by any Sub-shall contain no restrictions or limitations on its use. In the event that the Master Servicer to which has delegated any servicing responsibilities have been delegated with respect to the Mortgage LoansLoans serviced by it to a Sub-Servicer, to the Depositor and Master Servicer shall deliver an officer's certificate of the Trust Administrator Sub-Servicer as described above as to each Sub-Servicer as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Indenture Trustee, at the direction of the Depositorits sole option, may permit a cure period for the Master related Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 30th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a an Master Servicer Event of Default Termination, automatically, without notice and without any cure period, and the Indenture Trustee at the direction of the Depositor shallmay, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall will deliver to the Depositor and the Trust AdministratorIndenture Trustee, on or before not later than March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, deliver a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator Indenture Trustee as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at Indenture Trustee (with the direction consent of the Depositor), may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 20th of such yearyear or if March 20th is not a Business Day, the preceding Business Day. Failure of the Master Servicer to timely comply with this Section 3.20 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed a Master Servicer Event of Default Termination, and the Indenture Trustee shall, at the direction of the Depositor shall(who shall simultaneously notify the Indenture Trustee of the identity of the successor servicer which shall be an entity other than the Indenture Trustee, who shall meet any requirements hereunder or under any other Basic Document and who shall have consented to its appointment as successor servicer hereunder), in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its the Indenture Trustee, as applicable and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor Purchaser, to any Master Servicer and to any entity which is the Trust Administratordepositor of the Loans pursuant to a Securitization Transaction or other securitization transaction (each, on or before March 15th a “Depositor”) not later than February 28 of each calendar year beginning in 2008year, an Officers’ Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Copies of such statement may be provided by the Purchaser to any Person identified as a prospective purchaser of the Loans. (b) With respect to any Loans that are subject to a Securitization Transaction or other securitization transaction, by February 28 of each year (or if not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Seller shall execute and deliver an Officer’s Certificate to the Purchaser, any Master Servicer shall deliver, or cause and any Sub-Servicer to deliver, a similar Annual Statement Depositor for the benefit of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor each such entity and such entity’s affiliates and the Trust Administrator as described above as officers, directors and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement agents of Compliance by March 15th of any such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver entity and such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shallentity’s affiliates, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. form attached hereto as Exhibit 11. (c) The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer, the Depositor, the Purchaser (and its if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and Affiliates agents (any such person, an “Indemnified Party”) from and against any actual 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 or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Section 11.24 or Section 11.25, or the negligence, bad faith or willful misconduct of the Master ServicerSeller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Seller agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Seller in the other in connection with a breach of the Seller’s obligations under this Section 3.2011.24 or Section 11.25, or the Seller’s negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. The Master Servicer shall will deliver to the Depositor and the Trust Administrator, on or before Trustee not later than March 15th of each calendar year beginning year, commencing in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation obligation, in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, deliver a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delgated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator Trustee as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 20th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed a Master Servicer an Event of Default Default, and the Trustee at the direction of the Depositor shallmay, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performanceperformance give notice to Noteholders that they have ten Business Days to object. If no such objection is received, upon notice the Trustee shall immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s 's obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall will deliver to the Depositor Indenture Trustee, the NIMS Insurer and the Trust AdministratorDepositor not later than March 15th, on or before March 15th of each calendar year beginning commencing in 20082007, an Officers’ ' Certificate (an “"Annual Statement of Compliance”") substantially in the form of Exhibit [__] attached hereto stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement or other applicable servicing agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such calendar year, or, if there has been a failure to fulfill any such obligation in any material respectrespectx, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Copies of any such statement shall be provided by the Indenture Trustee to any Noteholder and to any Person identified to the Indenture Trustee as a prospective transferee of a Note, upon request at the expense of the requesting party, provided such statement is delivered by the Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar the Indenture Trustee. Such Annual Statement of Compliance by any Sub-shall contain no restrictions or limitations on its use. In the event that the Master Servicer to which has delegated any servicing responsibilities have been delegated with respect to the Mortgage LoansLoans serviced by it to a Sub-Servicer, to the Depositor and Master Servicer shall deliver an officer's certificate of the Trust Administrator Sub-Servicer as described above as to each Sub-Servicer as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Indenture Trustee, at the direction of the Depositorits sole option, may permit a cure period for the Master related Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 30th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a an Master Servicer Event of Default Termination, automatically, without notice and without any cure period, and the Indenture Trustee at the direction of the Depositor shallmay, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor and the Trust Administrator, on or before Purchaser not later than March 15th 1st of each calendar year beginning in 2008year, an Officers’ Certificate (each, an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer Copies of such statement shall deliver, or cause be provided by the Purchaser to any Sub-Servicer to deliver, Person identified as a similar Annual Statement prospective purchaser of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. . (b) The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer and its officers, directors directors, agents and Affiliates affiliates from and against any actual 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 or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Subsection 11.24 and Subsection 11.25 or the negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Seller agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master ServicerServicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Seller on the other in connection with a breach of the Seller’s obligations under this Section 3.20Subsection 11.24 or Subsection 11.25 or the Seller’s negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor and Purchaser not later than 75 days following the Trust Administrator, on or before March 15th end of each fiscal year of the Seller, which as of the Closing Date ends on the last day in December in each calendar year beginning in 2008year, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer Copies of such statement shall deliver, or cause be provided by the Purchaser to any Sub-Servicer to deliver, Person identified as a similar Annual Statement prospective purchaser of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans. (b) With respect to any Loans that are subject to a Pass-Through Transfer or other securitization transaction, by February 28 of each year (or if not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Seller shall execute and deliver an Officer’s Certificate to the Depositor Purchaser, any master servicer which is master servicing loans in connection with such transaction (a “Master Servicer”) and any related depositor (a “Depositor”) for the benefit of each such entity and such entity’s affiliates and the Trust Administrator officers, directors and agents of any such entity and such entity’s affiliates, an Officer’s Certificate in the form attached hereto as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Exhibit 12. (c) The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer, the Depositor, the Purchaser (and its if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and Affiliates agents (any such person, an “Indemnified Party”) from and against any actual 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 or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Section 11.23 or Section 11.24, or the negligence, bad faith or willful misconduct of the Master ServicerSeller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Seller agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Seller in the other in connection with a breach of the Seller’s obligations under this Section 3.2011.23 or Section 11.24, or the Seller’s negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. The Master Servicer shall deliver to the Trustee, the NIMS Insurer, the Depositor and the Trust Administrator, each Rating Agency on or before March 15th of each calendar year beginning commencing in 20082007, an Officers’ ' Certificate (an “"Annual Statement of Compliance”") in a form similar to Exhibit M attached hereto agreeable to the parties hereto, stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement or other applicable servicing agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Copies of any such statement shall be provided by the Trustee to any Certificateholder and to any Person identified to the Trustee as a prospective transferee of a Certificate, upon the request and at the expense of the requesting party, provided that such statement is delivered by the Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar the Trustee. Such Annual Statement of Compliance by any Sub-shall contain no restrictions or limitations on its use. In the event that the Master Servicer to which has delegated any servicing responsibilities have been delegated with respect to the Mortgage LoansLoans serviced by it to a Sub-Servicer, to the Depositor and Master Servicer shall deliver an officer's certificate of the Trust Administrator Sub-Servicer as described above as to each Sub-Servicer as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositorits sole option, may permit a cure period for the Master related Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 30th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a an Master Servicer Event of Default Termination, automatically, without notice and without any cure period, and the Trustee at the direction of the Depositor shallmay, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. (a) The Master Servicer shall will deliver to the Depositor and Purchaser, not later than 75 days following the Trust Administrator, on or before March 15th end of each calendar year beginning in 2008year, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer Copies of such statement shall deliver, or cause be provided by the Purchaser to any Sub-Servicer to deliver, Person identified as a similar Annual Statement prospective purchaser of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans. (b) With respect to any Loans that are subject to a Securitization Transaction or other securitization transaction, by February 28 of each year (or if not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Servicer shall execute and deliver an Officer’s Certificate to the Purchaser, any Master Servicer and any related Depositor for the benefit of each such entity and such entity’s affiliates and the Trust Administrator officers, directors and agents of any such entity and such entity’s affiliates, an Officer’s Certificate in the form attached hereto as described above Exhibit 12 or Exhibit 14, as and when required with respect to directed by the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Purchaser. (c) The Master Servicer shall indemnify and hold harmless the Depositor Master Servicer, the Depositor, the Purchaser (and its if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and Affiliates agents (any such person, an “Indemnified Party”) from and against any actual 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 or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Subsection 11.24, Subsection 11.25 or Subsection 11.26, or the negligence, bad faith or willful misconduct of the Master Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer in the other in connection with a breach of the Servicer’s obligations under this Section 3.20Subsection 11.24, Subsection 11.25 or Subsection 11.26, or the Servicer’s negligence, bad faith or willful misconduct in connection therewith. Notwithstanding the foregoing, the Servicer’s obligation to deliver a statement under this Subsection, as to the Servicer or any Sub-Servicer, as to any calendar year, beginning with the report required in March 2007, shall be satisfied if a statement of compliance report is delivered in compliance with Subsection 13.04 for such calendar year with respect to that entity.

Statement as to Compliance. (a) The Servicer, Master Servicer and Securities Administrator shall deliver to the Depositor and the Trust Securities Administrator, on or before not later than March 15th of each calendar year beginning in 2008, 2008 an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer each such party during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Servicer, Master Servicer and Securities Administrator shall deliver, or cause any Sub-Servicer to deliver, deliver a similar Annual Statement of Compliance by any Sub-Servicer or subcontractor to which the Servicer, Master Servicer or Securities Administrator has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Securities Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Servicer or Master Servicer to timely comply with this Section 3.20 shall be deemed a Servicer Event of Termination or Master Servicer Event of Default Termination, as applicable, and the Indenture Trustee shall, at the direction of the Depositor shallDepositor, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Servicer or Master Servicer Servicer, as applicable, under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer or Master Servicer Servicer, as applicable, for the samesame (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor Depositor, the Sponsor, the Master Servicer, the Securities Administrator, the Owner Trustee and its the Indenture Trustee, as applicable and their respective officers, directors and Affiliates from and against any actual losses, damages, claims, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Servicer, the Master Servicer shall deliver to the Depositor and the Trust AdministratorAdministrator shall deliver (or otherwise make available) (and each of the Servicer, the Master Servicer and the Trust Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Trust Administrator (and the Trust Administrator shall deliver (or otherwise make available) to the Depositor) on or before March 15th (with no cure period) of each calendar year beginning year, commencing in 2008March 2007, an Officers’ Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory the signer thereof, that (iA) a review of the such party’s activities of the Master Servicer during the preceding calendar year or portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officers’ officer’s supervision and (iiB) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Custodian, in its capacity as such, shall not be required to deliver such Officer’s Certificate. The Master Servicer shall deliver, or cause any Sub-include all annual statements of compliance received by it from each Servicer with its own annual statement of compliance to deliver, a similar Annual Statement of Compliance by any Sub-Servicer be submitted to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect pursuant to this Section. In the event the Servicer, the Master Servicer. If , the Master Servicer cannot deliver Trust Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the related Annual Statement terms of Compliance by March 15th this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the relevant section of such yearother applicable agreement, as the Trusteecase may be, at the direction of the Depositornotwithstanding any such termination, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such yearassignment or resignation. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a Master Servicer Event of Default Default, and upon receipt of written notice from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer, as applicable, may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s rights to reimbursement of unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Servicer, the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor and the Trust Administrator, on Purchaser On or before March 15th 15, 2004, and March 1 of each calendar year beginning in 2008thereafter, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with . (b) With respect to the Mortgage Loansany Loans that are subject to a Pass-Through Transfer or other securitization transaction, to the Depositor extent that either of the Purchaser, any master servicer which is master servicing loans in connection with such transaction (a “Master Servicer”), or any related depositor (a “Depositor”) is required under the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) to prepare and file a certification pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act, on or before March 15, 2004, and March 1 of each year thereafter, an officer of the Seller shall execute and deliver an Officer’s Certificate to such Purchaser, Master Servicer, or Depositor, as the case may be, for the benefit of such entity and such entity’s affiliates and the Trust Administrator as described above as officers, directors and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th agents of such yearentity and such entity’s affiliates, an Officer’s Certificate in the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. form attached hereto as Exhibit 13. (c) The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer, the Depositor, the Purchaser (and its if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and Affiliates agents (any such person, an “Indemnified Party”) from and against any actual 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 or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Section 11.25 or Section 11.26, or the bad faith or willful misconduct of the Master ServicerSeller in connection therewith; provided, however, that the Seller shall not be obligated to indemnify or hold harmless any Indemnified Party from or against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon the negligence, bad faith or willful misconduct of such Indemnified Party. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Seller agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Seller in the other in connection with a breach of the Seller’s obligations under this Section 3.2011.25, or Section 11.26, or the Seller’s negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. (a) The Master Servicer shall will deliver to the Depositor Purchaser, to any Master Servicer and to any entity which is the Trust Administratordepositor of the Loans pursuant to a Securitization Transfer or other securitization transaction (each, on or before March 15th a “Depositor”) not later than February 28 of each calendar year beginning in 2008year, an Officers’ Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Copies of such statement may be provided by the Purchaser to any Person identified as a prospective purchaser of the Loans. (b) With respect to any Loans that are subject to a Securitization Transfer or other securitization transaction, by February 28 of each year (or if not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Servicer shall execute and deliver an Officer’s Certificate to the Purchaser, any Master Servicer shall deliver, or cause and any Sub-Servicer to deliver, a similar Annual Statement Depositor for the benefit of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor each such entity and such entity’s affiliates and the Trust Administrator as described above as officers, directors and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement agents of Compliance by March 15th of any such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver entity and such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shallentity’s affiliates, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. form attached hereto as Exhibit 11. (c) The Master Servicer shall indemnify and hold harmless the Depositor Master Servicer, the Depositor, the Purchaser (and its if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and Affiliates agents (any such person, an “Indemnified Party”) from and against any actual 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 or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 11.24 or Section 11.25, or the negligence, bad faith or willful misconduct of the Master Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer in the other in connection with a breach of the Servicer’s obligations under this Section 3.2011.24 or Section 11.25, or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. The Master Not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed pursuant to Section 4.06(b), 15 calendar days before each date on which the Depositor’s annual report on Form 10-K is required to be filed pursuant to Section 4.06(b)(or if such day is not a Business Day, the immediately preceding Business Day), the Servicer shall deliver to the Master Servicer, FSA, the Depositor and the Trust Administrator, on or before March 15th of each calendar year beginning in 2008, Rating Agency an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Copies of any such statement shall be provided by the Master Servicer shall deliverto any Certificateholder upon the request and at the expense of the requesting party, or cause any Sub-provided that such statement is delivered by the Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If Not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed pursuant to Section 4.06(b), 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed pursuant to Section 4.06(b) (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer cannot shall deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of to the Depositor, may permit FSA, the Trustee and each Rating Agency an Officer’s Certificate stating, as to each signatory thereof, that (i) a cure period for review of the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure activities of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default during the preceding calendar year and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations performance of the Master Servicer under this Agreement has been made under such officer’s supervision, and in and (ii) to the Mortgage Loans and the proceeds thereof without compensating best of such officer’s knowledge, based on such review, the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and has fulfilled all its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the action being taken by the Master Servicer to cure such default.

Statement as to Compliance. The Servicer, the Master Servicer and the Securities Administrator will deliver or otherwise make available (and the Servicer, Master Servicer and Securities Administrator shall deliver cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Trust Securities Administrator, on or before and in the case of the Master Servicer to the Trustee, not later than March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer such party during the preceding calendar year or portion thereof and of such party’s performance under this Agreement or such other applicable agreement in the case of a Servicing Function Participant has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement or such other applicable agreement in the case of a Servicing Function Participant in all material respects throughout such calendar year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to In the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to event the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the TrusteeSecurities Administrator, at the direction 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 Depositorcase may be, may permit such party shall provide a cure period for the Master Servicer report on assessment of compliance pursuant to deliver this Section 3.09, or pursuant to such Annual Statement of Complianceother applicable agreement, but in no event later than March 18th of notwithstanding any such yeartermination, assignment or resignation. Failure of the Master Servicer to timely comply with this Section 3.20 3.09 shall be deemed a Master Servicer Event of Default Default, and the Indenture Trustee at or the direction of the Depositor shallMaster Servicer, as applicable, may, in addition to whatever rights the Indenture Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or equity or to damagesin equity, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 6.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s right to reimbursement of unreimbursed Monthly Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Servicer, the Master Servicer shall deliver to the Depositor and the Trust AdministratorAdministrator shall deliver (or otherwise make available) (and each of the Servicer, the Master Servicer and the Trust Administrator shall cause any Sub-Servicer subject to Item 1108(a)(2) of Regulation AB engaged by it to deliver) to the Trust Administrator (and the Trust Administrator shall deliver (or otherwise make available) to the Depositor) on or before March 15th (with no cure period) of each calendar year beginning year, commencing in 2008March 2007, an Officers’ Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory the signer thereof, that (iA) a review of the such party’s activities of the Master Servicer during the preceding calendar year or portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Sub-Servicer subject to Item 1108(a)(2) of Regulation AB, has been made under such officers’ officer’s supervision and (iiB) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Sub-Servicer subject to Item 1108(a)(2) of Regulation AB, in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Custodian, in its capacity as such, shall not be required to deliver such Officer’s Certificate. The Master Servicer shall deliverinclude all annual statements of compliance received by it from each Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator or cause any Sub-Servicer subject to deliver, a similar Annual Statement Item 1108(a)(2) of Compliance Regulation AB engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Sub-Servicer subject to which any servicing responsibilities have been delegated with respect Item 1108(a)(2) of Regulation AB, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th relevant section of such yearother applicable agreement, as the Trusteecase may be, at the direction of the Depositornotwithstanding any such termination, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such yearassignment or resignation. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a Master Servicer Event of Default Default, and upon receipt of written notice from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer, as applicable, may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s rights to reimbursement of unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Servicer, the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor and the Trust Administrator, on Purchaser On or before March 15th February 28 of each calendar year beginning in 2008February 28, 2004, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer Copies of such statement shall deliver, or cause be provided by the Purchaser to any Sub-Servicer to deliver, Person identified as a similar Annual Statement prospective purchaser of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans. (b) With respect to any Loans that are subject to a Pass-Through Transfer or other securitization transaction, by February 28 of each year (or if not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Seller shall execute and deliver an Officer’s Certificate to the Depositor Purchaser, any master servicer which is master servicing loans in connection with such transaction (a “Master Servicer”) and any related depositor (a “Depositor”) for the benefit of each such entity and such entity’s affiliates and the Trust Administrator officers, directors and agents of any such entity and such entity’s affiliates, an Officer’s Certificate in the form attached hereto as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Exhibit 11. (c) The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer, the Depositor, the Purchaser (and its if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and Affiliates agents (any such person, an “Indemnified Party”) from and against any actual 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 or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Section 11.24, Section 11.25 or Section 11.26, or the negligence, bad faith or willful misconduct of the Master ServicerSeller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Seller agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Seller in the other in connection with a breach of the Seller’s obligations under this Section 3.2011.24, Section 11.25 or Section 11.26, or the Seller’s negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. (a) The Master Interim Servicer shall will deliver to the Depositor and Purchaser, not later than 75 days following the Trust Administrator, on or before March 15th end of each calendar year beginning in 2008year, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Interim Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Interim Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Copies of such statement shall be provided by the Purchaser to any Person identified as a prospective purchaser of the Mortgage Loans. In the event the Interim Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which has delegated any servicing responsibilities have been delegated with respect to the Mortgage LoansLoans to a Subservicer, to the Depositor and Interim Servicer shall deliver an officer’s certificate of the Trust Administrator Subservicer as described above as to each Subservicer as and when required with respect to the Master Interim Servicer. If . (b) With respect to any Loans that are subject to a Securitization Transaction or other securitization transaction, by March 1 of each year (or if not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Interim Servicer shall execute and deliver an Officer’s Certificate to the Purchaser, any Master Servicer cannot deliver the and any related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period Depositor for the Master Servicer to deliver benefit of each such Annual Statement of Compliance, but in no event later than March 18th of entity and such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default entity’s affiliates and the Trustee at officers, directors and agents of any such entity and such entity’s affiliates, an Officer’s Certificate in the direction of form attached hereto as Exhibit 12 or Exhibit 14, as directed by the Depositor shall, in addition to whatever rights Purchaser. In the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of event the rights and obligations of the Master Interim Servicer under this Agreement and in and has delegated any servicing responsibilities with respect to the Mortgage Loans to a Subservicer, the Interim Servicer shall deliver an officer’s certificate of the Subservicer as described above as to each Subservicer as and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement when required with respect to the contrary. Interim Servicer. (c) The Master Interim Servicer shall indemnify and hold harmless the Depositor Master Servicer, the Depositor, the Purchaser (and its if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and Affiliates agents (any such person, an “Indemnified Party”) from and against any actual 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 or based upon a breach by the Interim Servicer or any of its officers, directors, agents or affiliates of its obligations under this Subsection 11.23, Subsection 11.24 or Subsection 11.25, or the negligence, bad faith or willful misconduct of the Master Interim Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Interim Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Interim Servicer in the other in connection with a breach of the Interim Servicer’s obligations under this Section 3.20Subsection 11.23, Subsection 11.24 or Subsection 11.25, or the Interim Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. (a) The Master Servicer Issuer and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Depositor and Trustee, within 90 days after the Trust Administrator, on or before March 15th end of each calendar year beginning in 2008fiscal year, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, stating that (i) a review of the activities of the Master Servicer Issuer and its Subsidiaries during the preceding calendar fiscal year and of performance under this Agreement has been made under the supervision of the signing officers with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such officersofficer signing such Officers’ supervision and (ii) Certificate, that to the best of such officers’ knowledgehis or her knowledge the Issuer has kept, based on such reviewobserved, performed and fulfilled each and every covenant contained in this Indenture and is not in Default in the Master Servicer has fulfilled all performance or observance of its obligations under any of the terms, provisions and conditions of this Agreement in all material respects throughout such year, Indenture (or, if there a Default or Event of Default has been a failure occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to fulfill any take with respect thereto) and that to the best of his or her knowledge no Event of Default has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such obligation in any material respect, specifying each such failure known to such officer and the nature and status Event of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliverDefault has occurred, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction description of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and what action the Issuer is taking or proposes to take with respect thereto. For purposes of this Section 4.5(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or if the trustee of, or the holder of, any other evidence of Indebtedness of the Issuer or any Subsidiary outstanding gives any notice stating that it is a Notice of Default or takes any other action to accelerate such Indebtedness or enforce any Note therefor, the Issuer shall deliver to the Trustee at within five Business Days by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such Event of Default, notice or other action, its status and what action the direction of the Depositor shall, in addition Issuer is taking or proposes to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20take with respect thereto.

Statement as to Compliance. The Servicer, the Master Servicer and the Securities Administrator will deliver or otherwise make available (and the Servicer, Master Servicer and Securities Administrator shall deliver cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Trust Securities Administrator, on or before not later than March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer such party during the preceding calendar year or portion thereof and of such party’s performance under this Agreement or such other applicable agreement in the case of a Servicing Function Participant has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement or such other applicable agreement in the case of a Servicing Function Participant in all material respects throughout such calendar year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to In the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to event the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the TrusteeSecurities Administrator, at the direction 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 Depositorcase may be, may permit such party shall provide a cure period for the Master Servicer report on assessment of compliance pursuant to deliver this Section 3.09, or pursuant to such Annual Statement of Complianceother applicable agreement, but in no event later than March 18th of notwithstanding any such yeartermination, assignment or resignation. Failure of the Master Servicer to timely comply with this Section 3.20 3.09 shall be deemed a Master Servicer Event of Default Default, and the Indenture Trustee at or the direction of the Depositor shallMaster Servicer, as applicable, may, in addition to whatever rights the Indenture Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or equity or to damagesin equity, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 6.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s right to reimbursement of unreimbursed Monthly Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall will deliver to the Depositor and the Trust AdministratorTrustee, on or before not later than March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, deliver a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator Trustee as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at Trustee (with the direction consent of the Depositor), may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 25th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed a Master Servicer an Event of Default Default, and the Trustee at the direction of the Depositor shallmay, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor and Purchaser, not later than 75 days following the Trust Administrator, on or before March 15th end of each calendar year beginning in 2008year, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer Copies of such statement shall deliver, or cause be provided by the Purchaser to any Sub-Servicer to deliver, Person identified as a similar Annual Statement prospective purchaser of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans. (b) With respect to any Loans that are subject to a Securitization Transaction or other securitization transaction, by February 28 of each year (or if not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Seller shall execute and deliver an Officer’s Certificate to the Purchaser, any Master Servicer and any related Depositor for the benefit of each such entity and such entity’s affiliates and the Trust Administrator officers, directors and agents of any such entity and such entity’s affiliates, an Officer’s Certificate in the form attached hereto as described above Exhibit 12 or Exhibit 14, as and when required with respect to directed by the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Purchaser. (c) The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer, the Depositor, the Purchaser (and its if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and Affiliates agents (any such person, an “Indemnified Party”) from and against any actual 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 or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Subsection 11.24, Subsection 11.25 or Subsection 11.26, or the negligence, bad faith or willful misconduct of the Master ServicerSeller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Seller agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Seller in the other in connection with a breach of the Seller’s obligations under this Section 3.20Subsection 11.24, Subsection 11.25 or Subsection 11.26, or the Seller’s negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor and the Trust Administrator, on or before March 15th Purchaser not later than February 28th of each calendar year beginning in 2008year, an Officers’ Certificate (each, an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer Copies of such statement shall deliver, or cause be provided by the Purchaser to any Sub-Servicer to deliver, Person identified as a similar Annual Statement prospective purchaser of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans. (b) For so long as the Mortgage Loans are being master serviced by a master servicer in a securitization transaction (the “Master Servicer”), to by February 28th of each year (or if not a Business Day, the Depositor immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Seller shall execute and the Trust Administrator as described above as and when required with respect deliver an Officer’s Certificate to the Master Servicer. If Servicer for the benefit of such Master Servicer cannot deliver and its officers, directors and affiliates, certifying as to the related Annual Statement of Compliance by March 15th of such yearfollowing matters: (i) Based on my knowledge, the Trustee, at information in the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th the Annual Independent Public Accountant’s Servicing Report delivered pursuant to Section 11.24 of such year. Failure the Servicing Addendum (the “Annual Independent Public Accountant’s Servicing Report”) and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer and included on (directly or indirectly), or relied on in connection with, any Form 8-K or any annual report on Form 10-K prepared and filed with the SEC in connection with such Mortgage Loans, taken as a whole, does not contain any untrue statement of a material fact or omit to comply with state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this Section 3.20 shall certification; (ii) The servicing information required to be deemed a provided to the Master Servicer Event of Default and by the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have Seller under this Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Seller under the Agreement and at law based upon the review required by this Agreement, and except as disclosed in the Annual Statement of Compliance or equity or the Annual Independent Public Accountant’s Servicing Report submitted to damagesthe Master Servicer, including injunctive relief and specific performancethe Seller has, upon notice immediately terminate all as of the rights and date of this certification fulfilled its obligations of under this Agreement; and (iv) I have disclosed to the Master Servicer under this Agreement and in and all significant deficiencies relating to the Seller’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Loans and Bankers or similar standard as set forth in the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Agreement. (c) The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer and its officers, directors directors, agents and Affiliates affiliates from and against any actual 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 or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Section 11.23 or the negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Seller agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master ServicerServicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Seller on the other in connection with a breach of the Seller’s obligations under this Section 3.2011.23 or the Seller’s negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on or before Not later than March 15th of each calendar year beginning commencing in 20082007, the Servicer will deliver to the Trustee, the NIMS Insurer and the Depositor an Officers’ ' Certificate (an “"Annual Statement of Compliance”") substantially in the form of Exhibit S attached hereto stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement or other applicable servicing agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such calendar year, or, if there has been a failure to fulfill any such obligation in any material respectrespectx, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer Copies of any such statement shall deliverbe provided by the Trustee to any Certificateholder and to any Person identified to the Trustee as a prospective transferee of a Certificate, or cause any Sub-upon request at the expense of the requesting party, provided such statement is delivered by the Servicer to deliver, a similar the Trustee. Such Annual Statement of Compliance by any Sub-shall contain no restrictions or limitations on its use. In the event that the Servicer to which has delegated any servicing responsibilities have been delegated with respect to the Mortgage LoansLoans serviced by it to a Sub-Servicer, to the Depositor and Servicer shall deliver an officer's certificate of the Trust Administrator Sub-Servicer as described above as to each Sub-Servicer as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositorits sole option, may permit a cure period for the Master related Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 30th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a Master an Servicer Event of Default Default, automatically, without notice and without any cure period, and the Trustee at the direction of the Depositor shallmay, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor Depositor, the Trustee and its their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s 's obligations under this Section 3.20.

Statement as to Compliance. The Master Not later than March 15 of each calendar year with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed pursuant to Section 4.06(b) (or if such day is not a Business Day, the immediately preceding Business Day), the Servicer shall deliver to CIFG, the Depositor Master Servicer, the Depositor, and the Trust Administrator, on or before March 15th of each calendar year beginning in 2008, Rating Agency an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Copies of any such statement shall be provided by the Master Servicer shall deliverto any Certificateholder upon the request and at the expense of the requesting party, or cause any Sub-provided that such statement is delivered by the Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If Not later than March 15 of each calendar year with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed pursuant to Section 4.06(b) (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer cannot shall deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of to the Depositor, may permit the Trustee and each Rating Agency an Officer’s Certificate stating, as to each signatory thereof, that (i) a cure period for review of the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure activities of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default during the preceding calendar year and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations performance of the Master Servicer under this Agreement has been made under such officer’s supervision, and in and (ii) to the Mortgage Loans and the proceeds thereof without compensating best of such officer’s knowledge, based on such review, the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and has fulfilled all its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the action being taken by the Master Servicer to cure such default.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on or before March 15th of each calendar year beginning in 20082007, an Officers’ ' Certificate (an “"Annual Statement of Compliance”") stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated responsibilites with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the TrusteeTrust Administrator, at the direction of the Depositorits sole option, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 20th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 3.20, which continues unremedied for ten (10) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed a Master Servicer an Event of Default Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; PROVIDED that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor Depositor, the Trust Administrator and its their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s 's obligations under this Section 3.20.

Statement as to Compliance. (a) The Master Servicer shall deliver to the Depositor Owner and the Trust AdministratorMaster Servicer (as defined below), on or before March 15th 1st (or if not a Business Day, the immediately preceding Business Day), of each calendar year beginning in 2008on March 1, 2007, an Officers’ Certificate (an “Annual Statement of Compliance”) statingOfficer's Certificate, as to each signatory thereof, stating that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement or similar agreements has been made under such officers’ supervision officer's supervision, and (ii) to the best of such officers’ officer's knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-thereof and the action being taken by the Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of cure such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. default. (b) [Reserved] (c) The Master Servicer shall indemnify and hold harmless the Depositor Master Servicer and its officers, directors directors, agents and Affiliates affiliates from and against any actual 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 or based upon a breach by the Servicer or any of the Master Servicer’s its officers, directors, agents or affiliates of its obligations under this Section 3.204.19 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 4.19 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. The Master Each Servicer shall deliver (and cause any Servicing Function Participant engaged by it to the Depositor and deliver) to the Trust Administrator, on or before March 15th, with no cure period, of each calendar year beginning in 2008 and the Master Servicer and the Trust Administrator shall deliver (or otherwise make available) to the Depositor on or before March 15th of each calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the such party’s activities of the Master Servicer during the preceding calendar year or portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Each Servicer shall deliver, or cause any entity determined by such Servicer to be a Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which such Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to such Servicer. The Master Servicer shall include all annual statements of compliance received by it from the Servicers with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event a Servicer, the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated or resigned pursuant to the terms of the Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the relevant section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. If the Master Servicer canServicers do not deliver the related Annual Statement of Compliance by March 15th of such any year, either the TrusteeTrust Administrator or the Depositor shall provide such Servicer with written notice, at the direction which may be electronic and confirmed by email, of the Depositor, may permit a cure period for the Master Servicer its failure to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master a Servicer to timely comply with this Section 3.20 3.20, shall be deemed a Master Servicer Event of Default Default, and upon the receipt of written notice from the Trust Administrator or the Master Servicer of such Servicer Event of Default, the Trustee or the Master Servicer, as applicable, may, and at the direction of the Depositor shallmust, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master such Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of a Servicer, such provision shall be given effect. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Servicers, the Master Servicer and the Trust Administrator shall severally, but not jointly, indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based solely and directly upon a breach of the Master Servicer’s obligations of such indemnifying party under this Section 3.20. Such indemnification shall not cover any damages that are indirect, consequential, punitive or special in nature.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor and the Trust Administrator, Purchaser on or before March 15th of each calendar year beginning in 2008after the Closing Date, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with . (b) With respect to the Mortgage Loansany Loans that are subject to a Pass-Through Transfer or other securitization transaction, to the Depositor and extent that either of the Trust Administrator as described above as and when required Purchaser, any master servicer which is master servicing loans in connection with respect to the such transaction (a “Master Servicer. If ”), or any related depositor (a “Depositor”) is required under the Master Servicer cannot deliver Xxxxxxxx-Xxxxx Act of 2002 (the related Annual Statement “Xxxxxxxx-Xxxxx Act”) to prepare and file a certification pursuant to Section 302 of Compliance by the Xxxxxxxx-Xxxxx Act, on or before March 15th of such yeareach year after the Closing Date, the Trustee, at the direction an officer of the Seller shall execute and deliver an Officer’s Certificate to such Purchaser, Master Servicer, or Depositor, as the case may permit a cure period be, for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th benefit of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default entity and such entity’s affiliates and the Trustee at officers, directors and agents of such entity and such entity’s affiliates, an Officer’s Certificate in the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. form attached hereto as Exhibit 13. (c) The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer, the Depositor, the Purchaser (and its if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and Affiliates agents (any such person, an “Indemnified Party”) from and against any actual 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 or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Section 11.25 or Section 11.26, or the bad faith or willful misconduct of the Master ServicerSeller in connection therewith; provided, however, that the Seller shall not be obligated to indemnify or hold harmless any Indemnified Party from or against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon the negligence, bad faith or willful misconduct of such Indemnified Party. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Seller agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Seller in the other in connection with a breach of the Seller’s obligations under this Section 3.2011.25, or Section 11.26, or the Seller’s negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. The Master Servicer shall will deliver to the Depositor and the Trust AdministratorIndenture Trustee, on or before not later than March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, deliver a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator Indenture Trustee as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, Depositor may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 20th of such yearyear or if March 20th is not a Business Day, the preceding Business Day. Failure of the Master Servicer to timely comply with this Section 3.20 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed a Master Servicer Event of Default Default, and the Indenture Trustee at may (with the direction consent of the Depositor shallDepositor), in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon give notice to Noteholders that they have ten Business Days to object. If no such objection is received, the Indenture Trustee shall immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to uxxxxxxxxxxx X&X Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its the Indenture Trustee, as applicable and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Servicer, the Master Servicer and the Securities Administrator will deliver or otherwise make available (and the Servicer, Master Servicer and Securities Administrator shall deliver cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Trust Securities Administrator, on or before not later than March 15th of each calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer such party during the preceding calendar year or portion thereof and of such party’s performance under this Agreement or such other applicable agreement in the case of a Servicing Function Participant has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement or such other applicable agreement in the case of a Servicing Function Participant in all material respects throughout such calendar year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to In the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to event the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the TrusteeSecurities Administrator, at the direction 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 Depositorcase may be, may permit such party shall provide a cure period for the Master Servicer report on assessment of compliance pursuant to deliver this Section 3.09, or pursuant to such Annual Statement of Complianceother applicable agreement, but in no event later than March 18th of notwithstanding any such yeartermination, assignment or resignation. Failure of the Master Servicer to timely comply with this Section 3.20 3.09 shall be deemed a Master Servicer Event of Default Default, and the Indenture Trustee at or the direction of the Depositor shallMaster Servicer, as applicable, may, in addition to whatever rights the Indenture Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or equity or to damagesin equity, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 6.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s right to reimbursement of unreimbursed Monthly Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and Trustee, the Trust Administrator, the Depositor and the Rating Agencies on or before March 15th 15 of each calendar year beginning year, commencing in 20082007, an Officers’ Certificate officer's certificate (an “"Annual Statement of Compliance”) stating"), as certifying that with respect to each signatory thereof, that the period ending December 31st of the prior year: (i) a review of the Servicer or such Servicing Officer, as applicable, has reviewed the activities of the Master Servicer during the preceding calendar year or portion thereof and of its performance under this Agreement has been made under such officers’ supervision or other applicable servicing agreement and (ii) to the best of the Servicer's or such officers’ Servicing Officer's, as applicable, knowledge, based on such review, the Master Servicer has performed and fulfilled all of its duties, responsibilities and obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill fullfill of any such obligation duties, responsibilities or obligations, in any material respect, specifying each such failure known to such officer Servicing Officer and the nature and status of cure provisions thereof. The Master Servicer Copies of any such statement shall deliver, or cause be provided by the Trust Administrator to any Sub-Servicer Certificateholder and to deliver, a similar Annual Statement of Compliance by any Sub-Servicer Person identified to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect a prospective transferee of a Certificate, upon request at the expense of the requesting party, provided such statement is delivered by the Servicer to the Master ServicerTrust Administrator. If In addition to the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such yearforegoing, the TrusteeServicer will, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede extent reasonable, give any other provision in this Agreement or any other agreement servicing information required by the Securities and Exchange Commission pursuant to the contraryapplicable law. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s 's obligations under this Section 3.20. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans serviced by it to a Sub-Servicer, the Servicer shall deliver an officer's certificate of the Sub-Servicer as described above as to each Sub-Servicer as and when required with respect to the Servicer. If the Servicer cannot deliver the Annual Statement of Compliance by March 15th of such year, the Trustee, at its sole option, may permit a cure period for the related Servicer to deliver such Annual Statement of Compliance, but in no event later than March 30th of such year. Failure of the Servicer to timely comply with this Section 3.20 shall be deemed an Servicer Event of Termination, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Statement as to Compliance. The Master On or before March 1 of each calendar year, commencing in 2007, the Servicer shall deliver or otherwise make available to the Trust Administrator and the Master Servicer a statement of compliance addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Trust AdministratorServicer, on or before March 15th of each calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, the effect that (ia) a review of the Servicer’s activities of the Master Servicer during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officers’ supervision officer’s supervision, and (iib) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifying specifically identifying each such failure known to such officer and the nature and the status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliverbe delivered, a similar Annual Statement of Compliance by any Sub-Servicer Servicer, Subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(i), (ii) or (iii), to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor Trust Administrator as described above as and when required with respect to the Servicer. Each of the Master Servicer and Trust Administrator shall deliver, or cause to be delivered, a similar Annual Statement of Compliance by any Sub-Servicer, Subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(i), (ii) or (iii), to which the Master Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Master Servicer. If Each of the Master Servicer cannot deliver and the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Trust Administrator shall also provide an Annual Statement of Compliance, but in no event later than March 18th as and when provided above. Each of such year. Failure of the Servicer, the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shallTrust Administrator (each, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Master Servicer JPMorgan and Xxxxx Fargo shall deliver to the Depositor and the Trust Administrator, on or before March 15th 1st of each calendar year beginning in 20082007 and Ameriquest shall deliver to the Trust Administrator, on or before March 20th of each calendar year beginning in 2007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any entity determined by the Servicer to be a Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer canJPMorgan or Xxxxx Fargo does not deliver the related Annual Statement of Compliance by March 15th 1st of any year, either the Trust Administrator or the Depositor shall provide the related Servicer with written notice of its failure to deliver such Annual Statement of Compliance and such Servicer shall have 10 calendar days from the date its receipt of such written notice to cure such failure to deliver. If Ameriquest does not deliver the Annual Statement of Compliance by March 20th of any year, either the TrusteeTrust Administrator or the Depositor shall provide Ameriquest with written notice of its failure to deliver such Annual Statement of Compliance and Ameriquest shall have 5 calendar days from the date its receipt of such written notice to cure such failure to deliver. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten (10) calendar days (or, in the case of Ameriqeuest, five (5) calendar days) after the date on which written notice of its failure to deliver the Annual Statement of Compliance shall be deemed a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee may at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor Depositor, the Trust Administrator and its their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based solely and directly upon a breach of the Master Servicer’s obligations under this Section 3.20. Such indemnification shall not cover any damages that are indirect, consequential, punitive or special in nature.

Statement as to Compliance. The Servicer, the Master Servicer shall deliver to the Depositor and the Trust AdministratorAdministrator shall deliver (or otherwise make available) (and each of the Servicer, the Master Servicer and the Trust Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Trust Administrator (and the Trust Administrator shall deliver (or otherwise make available) to the Depositor) on or before March 1st (in the case of the Servicer) or March 15th (in the case of the Master Servicer and the Trust Administrator and with no cure period) of each calendar year beginning year, commencing in 2008March 2007, an Officers’ Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory the signer thereof, that (iA) a review of the such party’s activities of the Master Servicer during the preceding calendar year or portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officers’ officer’s supervision and (iiB) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Custodian, in its capacity as such, shall not be required to deliver such Officer’s Certificate. The Servicer shall deliver, or cause any Sub-Servicer to deliverbe delivered, a similar Annual Statement of Compliance by any Sub-Servicer Servicer, subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(i)-(iii), to which the Servicer has delegated any servicing responsibilities have been delegated responsibilites with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Servicer. The Master Servicer shall include all annual statements of compliance received by it from each Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the relevant section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. If Failure of the Servicer to timely comply with this Section 3.20 (after expiration of the related cure period) shall be deemed a Servicer Event of Default, and upon receipt of written notice from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such yearServicer, the Trusteeas applicable, may at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Servicer (subject to the penultimate paragraph of Section 4.06(b)), the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20. If the Servicer does not deliver the Annual Statement of Compliance by March 1st of any year, either the Trust Administrator or the Depositor shall provide the Servicer with written notice of its failure to deliver such Annual Statement of Compliance and the Servicer shall have 10 calendar days from the date of such written notice to cure such failure to deliver.

Statement as to Compliance. The Master Servicer and each Servicer shall deliver to the Master Servicer, the Depositor and the Trust AdministratorTrustee, on or before not later than March 15th 1st of each calendar year beginning in 20082007, an Officers’ Officer's Certificate (an “"Annual Statement of Compliance”") stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer or the related Servicer (as the case may be) during the preceding calendar year and of its performance under this Agreement or other applicable servicing agreement (including, but not limited to the related Servicing Agreement) has been made under such officers’ officer's supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Master Servicer or the related Servicer (as the case may be) has fulfilled all of its obligations under this Agreement or other applicable servicing agreement (including, but not limited to the related Servicing Agreement) in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Master Servicer shall deliveror the related Servicer (as the case may be) has delegated any servicing responsibilities with respect to the Mortgage Loans to a subservicer, the Master Servicer or cause any Sub-the related Servicer to deliver, (as the case may be)shall deliver a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect that subservicer to the Mortgage Loans, to the Depositor and the Trust Administrator Trustee as described above as and when required with respect to the Master ServicerServicer or the related Servicer (as the case may be). If the Master Servicer or the related Servicer (as the case may be) cannot deliver the related Annual Statement of Compliance by March 15th 1st of such year, the Trustee, at the direction of the Depositorits sole option, may permit a cure period for the Master Servicer or the related Servicer (as the case may be) to deliver such Annual Statement of Compliance, but in no event later than March 18th 10th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 3.13 shall be deemed a Master Servicer an Event of Default Default, and the Trustee at the direction of the Depositor shallmay, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on or before March 15th of each calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the TrusteeTrust Administrator, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 20th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 3.20, which continues unremedied for five (5) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed a Master Servicer an Event of Default Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall will deliver to the Depositor and the Trust Administrator, on or before not later than March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ officer’s supervision and (ii) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, deliver a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated responsibilites with respect to the Mortgage LoansLoans or subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(i)-(iii) of Regulation AB, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a Master Servicer Event of Default Default, and the Trustee at or the direction of the Depositor shallMaster Servicer, as applicable, may, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Master Servicer and the Trust Administrator shall also provide an Annual Statement of Compliance, as and when provided above. Each of the Servicer, the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Master Servicer shall deliver to the Trustee, the NIMS Insurer, the Depositor and the Trust Administrator, each Rating Agency on or before March 15th of each calendar year beginning commencing in 20082007, an Officers’ ' Certificate (an “"Annual Statement of Compliance”") in a form similar to Exhibit M attached hereto agreeable to the parties hereto, stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement or other applicable servicing agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material materal respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material materal respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Copies of any such statement shall be provided by the Trustee to any Certificateholder and to any Person identified to the Trustee as a prospective transferee of a Certificate, upon the request and at the expense of the requesting party, provided that such statement is delivered by the Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar the Trustee. Such Annual Statement of Compliance by any Sub-shall contain no restrictions or limitations on its use. In the event that the Master Servicer to which has delegated any servicing responsibilities have been delegated with respect to the Mortgage LoansLoans serviced by it to a Sub-Servicer, to the Depositor and Master Servicer shall deliver an officer's certificate of the Trust Administrator Sub-Servicer as described above as to each Sub-Servicer as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositorits sole option, may permit a cure period for the Master related Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 30th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a an Master Servicer Event of Default Termination, automatically, without notice and without any cure period, and the Trustee at the direction of the Depositor shallmay, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Masteer Servicer for the same. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. (a) The Master Servicer shall Company and each Subsidiary Guarantor will deliver to the Depositor and Trustee, within 45 days after the Trust Administrator, on or before March 15th end of each calendar year beginning fiscal quarter (90 days in 2008the case of the fourth quarter), an Officers’ ' Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, stating that (i) a review of the activities of the Master Servicer Company or Subsidiary Guarantor, as the case may be, and their respective Subsidiaries during the preceding calendar year and of performance under this Agreement fiscal quarter has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officers’ supervision and (ii) officer signing such certificate, that, to the best of such officers’ his or her knowledge, based on the Company or Subsidiary Guarantor, as the case may be, during such reviewpreceding fiscal quarter has kept, the Master Servicer observed, performed and fulfilled, and has fulfilled all caused each of its obligations under Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Agreement in all material respects throughout Indenture and no Default or Event of Default occurred during such year, quarter and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if there such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has been occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a failure description of the event and what action each is taking or purposes to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereoftake with respect thereto. The Master Servicer Officers' Certificate shall deliveralso notify the Trustee should the Company or any Subsidiary Guarantor elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 1018(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default has occurred and is continuing under this Indenture, or cause if the trustee for or the holder of any Sub-Servicer to deliver, a similar Annual Statement other evidence of Compliance by Debt of the Company or any Sub-Servicer to which Subsidiary gives any servicing responsibilities have been delegated notice or takes any other action with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required a claimed default (other than with respect to Debt in the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement principal amount of Compliance by March 15th of such yearless than $10 million), the TrusteeCompany shall deliver to the Trustee by registered or certified mail an Officers' Certificate specifying such event, at the direction notice or other action within ten Business Days of any officer of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement Company having knowledge of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20Default.

Statement as to Compliance. (a) The Master Servicer shall will deliver to the Depositor and the Trust Administrator, on or before Purchaser not later than March 15th of each calendar year beginning in 2008year, an Officers’ Certificate (each, an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer Copies of such statement shall deliver, or cause be provided by the Purchaser to any Sub-Servicer to deliver, Person identified as a similar Annual Statement prospective purchaser of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans. (b) Not later than March 15th of each year (or if not a Business Day, the immediately preceding Business Day) or at any other time upon thirty (30) days written request, the Servicer shall deliver to the Purchaser or its designee and, if the Mortgage Loans are being master serviced by a master servicer in a securitization transaction (the “Master Servicer”), to the Depositor and Master Servicer an Officer’s Certificate for the Trust Administrator as described above as and when required with respect to the Master Servicer. If benefit of the Master Servicer cannot deliver or the related Annual Statement Purchaser or its designee, as applicable, and their respective officers, directors and affiliates, executed by an officer of Compliance by March 15th of such yearthe Servicer and certifying as to the following matters: (i) Based on my knowledge, the Trustee, at information in the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th the Annual Independent Public Accountant’s Servicing Report delivered pursuant to Section 11.25 of such year. Failure the Servicing Addendum (the “Annual Independent Public Accountant’s Servicing Report”) and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer and the Purchaser or its designee, as applicable, taken as a whole, does not contain any untrue statement of a material fact or omit to comply with state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this Section 3.20 shall certification; (ii) The servicing information required to be deemed a provided to the Master Servicer Event of Default and the Trustee at Purchaser or its designee, as applicable, by the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and have been provided to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer and the Purchaser or its designee, as applicable; (iii) I am responsible for reviewing the same. This paragraph shall supersede any other provision activities performed by the Servicer under the Agreement and based upon the review required by this Agreement, and except as disclosed in this Agreement the Annual Statement of Compliance or any other agreement the Annual Independent Public Accountant’s Servicing Report submitted to the contrary. Master Servicer and the Purchaser or its designee, as applicable, the Servicer has, as of the date of this certification fulfilled its obligations under this Agreement; and (iv) I have disclosed to the Master Servicer and the Purchaser or its designee, as applicable, all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Agreement. (c) The Master Servicer shall indemnify and hold harmless the Depositor Master Servicer and the Purchaser or its designee, as applicable, and their respective officers, directors directors, agents and Affiliates affiliates from and against any actual 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 or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 11.24 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer or the Purchaser or its designee, as applicable, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer or the Purchaser or its designee, as applicable, as a result of the losses, claims, damages or liabilities of the Master Servicer or the Purchaser or its designee, as applicable, in such proportion as is appropriate to reflect the relative fault of the Master Servicer or the Purchaser or its designee, as applicable, on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 3.2011.24 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. (i) The Servicer, the Master Servicer and the Trust Administrator will deliver (or otherwise make available) and the Servicer, Master Servicer and Trust Administrator shall cause any Servicing Function Participant engaged by it to deliver to the Depositor and the Trust Administrator, on or before not later than March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer such party during the preceding calendar year and of performance under this Agreement or such other applicable agreement in the case of a Servicing Function Participant has been made under such officers’ officer’s supervision and (ii) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement or such other applicable agreement in the case of a Servicing Function Participant in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. Notwithstanding the foregoing, as to any Subcontractor determined by the Servicer to be “participating in the servicing function,” an Annual Statement of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust. (ii) In the event the Master Servicer, the Trust Administrator, any Sub-Servicer or any Subcontractor engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Sub-Servicer or Subcontractor, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 4.04(d) or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. (iii) The Master Servicer shall deliver, or cause any Sub-include all annual statements of compliance received by it from the Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section 4.04(d). (iv) Any failure by the Servicer to deliver, comply with its obligations under this Section 4.04(d) shall (subject to the provisions of Section 4.07(10)) constitute a similar Annual Statement Servicer Event of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated Termination with respect to the Mortgage LoansServicer under this Agreement, to the Depositor and the Trust Administrator as described above as and when required with respect to shall entitle the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trusteepursuant to Section 4.07, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision payment (notwithstanding anything in this Agreement or any other agreement to the contrary. The Master ) of any compensation to the Servicer shall indemnify (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and hold harmless unpaid Servicing Fees); provided that to the Depositor and its officers, directors and Affiliates from and against extent that any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Master Servicer’s obligations under this Section 3.20Servicer as servicer, such provision shall be given effect.

Statement as to Compliance. (a) The Master Servicer Company shall deliver to the Depositor and Debentures Trustee, within 90 days after the Trust Administrator, on or before March 15th end of each calendar year beginning in 2008fiscal year, an Officers’ ' Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, stating that (i) a review of the activities of the Master Servicer Company and its Subsidiaries during the preceding calendar fiscal year and of performance under this Agreement has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill its obligations under this Exchange Indenture and further stating, as to each such officers’ supervision and (ii) officer signing such certificate, that, to the best of such officers’ his or her knowledge, based on the Company during such reviewpreceding fiscal year has kept, the Master Servicer observed, performed and fulfilled, and has fulfilled all caused each of its obligations under Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Agreement in all material respects throughout Exchange Indenture and no Default or Event of Default occurred during such year, year and at the date of such certificate there is no Default or Event of Default which shall have occurred and be continuing or, if there such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has been occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Exchange Debentures is prohibited or if such event has occurred, a failure description of the event and what action each is taking or purposes to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereoftake with respect thereto. The Master Servicer Officers' Certificate shall deliveralso notify the Debentures Trustee should the Company elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 1023(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Exchange Indenture. (b) When any Default shall have occurred and be continuing under this Exchange Indenture, or cause if the trustee for or the holder of any Sub-Servicer to deliver, a similar Annual Statement other evidence of Compliance by Debt of the Company or any Sub-Servicer to which Subsidiary gives any servicing responsibilities have been delegated notice or takes any other action with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required a claimed default (other than with respect to Debt in the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement principal amount of Compliance by March 15th of such yearless than $10 million), the TrusteeCompany shall deliver to the Debentures Trustee by registered or certified mail or facsimile transmission an Officers' Certificate specifying such event, at the direction notice or other action within five days of any officer of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement Company having knowledge of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20Default.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor and the Trust Administrator, on or before Purchaser not later than March 15th of each calendar year beginning in 2008year, an Officers’ Certificate (each, an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer Copies of such statement shall deliver, or cause be provided by the Purchaser to any Sub-Servicer to deliver, Person identified as a similar Annual Statement prospective purchaser of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to . (b) For so long as the Depositor and Mortgage Loans are being master serviced by a master servicer in a securitization transaction (the Trust Administrator as described above as and when required with respect to the “Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance ”), by March 15th of such yeareach year (or if not a Business Day, the Trusteeimmediately preceding Business Day), or at the direction any other time upon thirty (30) days written request, an officer of the Depositor, may permit a cure period for Seller shall execute and deliver an Officer’s Certificate to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliates, certifying as to deliver such the following matters: (i) Based on my knowledge, the information in the Annual Statement of Compliance, but in no event later than March 18th the Annual Independent Public Accountant’s Servicing Report delivered pursuant to Section 11.25 of such year. Failure the Servicing Addendum (the “Annual Independent Public Accountant’s Servicing Report”) and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to comply with state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this Section 3.20 shall certification; (ii) The servicing information required to be deemed a provided to the Master Servicer Event of Default and by the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have Seller under this Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Seller under the Agreement and at law based upon the review required by this Agreement, and except as disclosed in the Annual Statement of Compliance or equity or the Annual Independent Public Accountant’s Servicing Report submitted to damagesthe Master Servicer, including injunctive relief and specific performancethe Seller has, upon notice immediately terminate all as of the rights and date of this certification fulfilled its obligations of under this Agreement; and (iv) I have disclosed to the Master Servicer under this Agreement and in and all significant deficiencies relating to the Seller’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Loans and Bankers or similar standard as set forth in the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Agreement. (c) The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer and its officers, directors directors, agents and Affiliates affiliates from and against any actual 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 or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Section 11.24 or the negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Seller agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master ServicerServicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Seller on the other in connection with a breach of the Seller’s obligations under this Section 3.2011.24 or the Seller’s negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor and the Trust Administrator, on or before Purchaser not later than March 15th of each calendar year beginning in 2008year, an Officers’ Certificate (each, an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer Copies of such statement shall deliver, or cause be provided by the Purchaser to any Sub-Servicer to deliver, Person identified as a similar Annual Statement prospective purchaser of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to . (b) For so long as the Depositor and Mortgage Loans are being master serviced by a master servicer in a securitization transaction (the Trust Administrator as described above as and when required with respect to the “Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance ”), by March 15th of such yeareach year (or if not a Business Day, the Trusteeimmediately preceding Business Day), or at the direction any other time upon thirty (30) days written request, an officer of the Depositor, may permit a cure period for Seller shall execute and deliver an Officer’s Certificate to the Master Servicer for the benefit of such Master Servicer and its officers, directors and affiliates, certifying as to deliver such the following matters: (i) Based on my knowledge, the information in the Annual Statement of Compliance, but in no event later than March 18th the Annual Independent Public Accountant’s Servicing Report delivered pursuant to Section 11.23 of such year. Failure the Servicing Addendum (the “Annual Independent Public Accountant’s Servicing Report”) and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to comply with state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this Section 3.20 shall certification; (ii) The servicing information required to be deemed a provided to the Master Servicer Event of Default and by the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have Seller under this Agreement has been provided to the Master Servicer; (iii) I am responsible for reviewing the activities performed by the Seller under the Agreement and at law based upon the review required by this Agreement, and except as disclosed in the Annual Statement of Compliance or equity or the Annual Independent Public Accountant’s Servicing Report submitted to damagesthe Master Servicer, including injunctive relief and specific performancethe Seller has, upon notice immediately terminate all as of the rights and date of this certification fulfilled its obligations of under this Agreement; and (iv) I have disclosed to the Master Servicer under this Agreement and in and all significant deficiencies relating to the Seller’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Loans and Bankers or similar standard as set forth in the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Agreement. (c) The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer and its officers, directors directors, agents and Affiliates affiliates from and against any actual 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 or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Section 11.24 or the negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Seller agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master ServicerServicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Seller on the other in connection with a breach of the Seller’s obligations under this Section 3.2011.24 or the Seller’s negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. The Master On or before March 1 of each calendar year, commencing in 2007, the Servicer shall deliver to the Depositor Trustee and the Trust Administrator, on or before March 15th Depositor a statement of each calendar year beginning in 2008, an Officers’ Certificate compliance (an “Annual Statement of Compliance”) statingaddressed to the Trustee and the Depositor, as to each signatory thereof, the effect that (i) a review of the Servicer’s activities of the Master Servicer during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officers’ supervision officer’s supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifying specifically identifying each such failure known to such officer and the nature and the status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, deliver a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator Trustee as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th 1st of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 20th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed a Master Servicer an Event of Default Default, and the Trustee at the direction of the Depositor shallmay, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performanceperformance give notice to Noteholders that they have ten Business Days to object. If no such objection is received, upon notice the Trustee shall immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s 's obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on or before March 15th 1st of each calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any entity determined by the Servicer to be a Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer candoes not deliver the related Annual Statement of Compliance by March 15th 1st of any year, either the Trust Administrator or the Depositor shall provide the Servicer with written notice of its failure to deliver such Annual Statement of Compliance and the Servicer shall have 10 calendar days from the date its receipt of such yearwritten notice to cure such failure to deliver. Failure of the Servicer to timely comply with this Section 3.20, and such compliance continues unremedied for ten (10) calendar days after the date on which written notice of its failure to deliver the Annual Statement of Compliance shall be deemed a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee, Trustee may at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor Depositor, the Trust Administrator and its their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based solely and directly upon a breach of the Master Servicer’s obligations under this Section 3.20. Such indemnification shall not cover any damages that are indirect, consequential, punitive or special in nature.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor and the Trust Administrator, on or before Purchaser not later than March 15th 1 of each calendar year beginning in 2008year, an Officers’ ' Certificate (each, an “"Annual Statement of Compliance”") stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer Copies of such statement shall deliver, or cause be provided by the Purchaser to any Sub-Servicer to deliver, Person identified as a similar Annual Statement prospective purchaser of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator . (b) For so long as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans are being master serviced by a Master Servicer, by March 1 of each year (or if not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Seller shall execute and deliver an officer's certificate in the proceeds thereof without compensating form of Exhibit 11 hereto to the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrarybenefit of such Master Servicer and its officers, directors and affiliates. The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer and its officers, directors directors, agents and Affiliates affiliates from and against any actual 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 or based upon a breach by the Seller or any of the Master Servicer’s its officers, directors, agents or affiliates of its obligations under this Section 3.2011.24 or the negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Seller agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Seller on the other in connection with a breach of the Seller's obligations under this Section 11.24 or the Seller's negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. (a) The Master Servicer Company shall deliver to the Depositor and Trustee, within 120 days after the Trust Administrator, on or before March 15th end of each calendar fiscal year, commencing with the fiscal year beginning in 2008ending December 31, 1998, an Officers’ ' Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, stating that (i) a review of the activities of the Master Servicer Company and its Subsidiaries during the preceding calendar fiscal year and of performance under this Agreement has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill, its obligations under this Indenture and further stating, as to each such officers’ supervision and (ii) officer signing such certificate, that, to the best of such officers’ his or her knowledge, based on the Company during such reviewpreceding fiscal year has kept, the Master Servicer observed, performed and fulfilled, and has fulfilled all caused each of its obligations under Subsidiaries to keep, observe, perform and fulfill, each and every such covenant contained in this Agreement in all material respects throughout Indenture and no Default or Event of Default occurred during such year, year and at the date of such certificate there is no Default or Event of Default which shall have occurred and be continuing or, if there such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or 91 81 her knowledge, no event has been occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a failure description of the event and what action each is taking or purposes to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereoftake with respect thereto. The Master Servicer Officers' Certificate shall deliveralso notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 1023(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default shall have occurred and be continuing under this Indenture, or cause if the trustee for or the holder of any Sub-Servicer to deliver, a similar Annual Statement other evidence of Compliance by Debt of the Company or any Sub-Servicer to which Subsidiary gives any servicing responsibilities have been delegated notice or takes any other action with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required a claimed default (other than with respect to Debt in the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement principal amount of Compliance by March 15th of such yearless than $10 million), the TrusteeCompany shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers' Certificate specifying such event, at the direction notice or other action within five days of any officer of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement Company having knowledge of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20Default.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor Purchaser, to any Master Servicer and to any entity which is the Trust Administratordepositor of the Loans pursuant to a Securitization Transaction or other securitization transaction (each, on or before a "Depositor") not later than March 15th 1, commencing in 2008, of each calendar year beginning in 2008(or if not a Business Day, the immediately preceding Business Day), an Officers’ Officer's Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ officer's knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Copies of such statement may be provided by the Purchaser to any Person identified as a prospective purchaser of the Loans. (b) With respect to any Loans that are subject to a Securitization Transaction or other securitization transaction, by March 1, commencing in 2008, of each year (or if not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Seller shall execute and deliver an Officer's Certificate to the Purchaser, any Master Servicer shall deliver, or cause and any Sub-Servicer to deliver, a similar Annual Statement Depositor for the benefit of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor each such entity and such entity's affiliates and the Trust Administrator as described above as officers, directors and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement agents of Compliance by March 15th of any such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver entity and such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shallentity's affiliates, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. form attached hereto as Exhibit 12. (c) The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer, the Depositor, the Purchaser (and its if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as "Purchaser" hereunder), and their respective officers, directors, agents and affiliates, and such affiliates' officers, directors and Affiliates agents (any such person, an "Indemnified Party") from and against any actual 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 or based upon a breach by the Seller or any of the Master Servicer’s its officers, directors, agents or affiliates of its obligations under this Section 3.2011.24 or Section 11.25, or the negligence, bad faith or willful misconduct of the Seller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Seller agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Seller in the other in connection with a breach of the Seller's obligations under this Section 11.24 or Section 11.25, or the Seller's negligence, bad faith or willful misconduct in connection therewith.

Statement as to Compliance. The Servicer, the Master Servicer shall deliver to the Depositor and the Trust AdministratorAdministrator shall deliver (or otherwise make available) (and each of the Servicer, the Master Servicer and the Trust Administrator shall cause any Sub-Servicer subject to Item 1108(a)(2) of Regulation AB engaged by it to deliver) to the Trust Administrator (and the Trust Administrator shall deliver (or otherwise make available) to the Depositor) on or before March 15th (with no cure period) of each calendar year beginning year, commencing in 2008March 2007, an Officers’ Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory the signer thereof, that (iA) a review of the such party’s activities of the Master Servicer during the preceding calendar year or portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officers’ officer’s supervision and (iiB) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Custodian, in its capacity as such, shall not be required to deliver such Officer’s Certificate. The Master Servicer shall deliverinclude all annual statements of compliance received by it from each Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator or cause any Sub-Servicer subject to deliver, a similar Annual Statement Item 1108(a)(2) of Compliance Regulation AB engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Sub-Servicer subject to which any servicing responsibilities have been delegated with respect Item 1108(a)(2) of Regulation AB, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th relevant section of such yearother applicable agreement, as the Trusteecase may be, at the direction of the Depositornotwithstanding any such termination, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such yearassignment or resignation. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a Master Servicer Event of Default Default, and upon receipt of written notice from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer, as applicable, may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s rights to reimbursement of unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Servicer, the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on On or before March 15th of each calendar year beginning (or March 24th of any calendar year in which a Form 10-K will not be filed), commencing in 2008, an Officers’ Certificate the Servicer shall deliver to the Trustee a statement of compliance (an “Annual Statement of Compliance”) statingaddressed to the Trustee and the Depositor, as to each signatory thereof, the effect that (i) a review of the Servicer’s activities of the Master Servicer during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officers’ supervision officer’s supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifying specifically identifying each such failure known to such officer and the nature and the status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, deliver a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator Trustee as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such yearyear (or March 24th of any calendar year in which a Form 10-K will not be filed), the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 25th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed a Master Servicer an Event of Default Default, and the Trustee at the direction of the Depositor shallmay, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performanceperformance give notice to Noteholders that they have ten Business Days to object. If no such objection is received, upon notice the Trustee shall immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s 's obligations under this Section 3.20.

Statement as to Compliance. The Opteum and Xxxxx Fargo, as Servicer, shall deliver (and each of Opteum and Xxxxx Fargo, as Servicer shall cause any Servicing Function Participant engaged by it to deliver) to the Trust Administrator, on or before March 1st of each calendar year beginning in 2007; and the Master Servicer and Trust Administrator shall deliver (or otherwise make available) to the Depositor on or before March 15th of each calendar year beginning in 2007, Ameriquest shall deliver to the Depositor and the Trust Administrator, on or before March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the such party’s activities of the Master Servicer during the preceding calendar year or portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any entity determined by the Servicer to be a Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Servicer. The Master Servicer shall include all annual statements of compliance received by it from each Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated or resigned pursuant to the terms of the Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the relevant section of such other applicable agreement, as the case may be, nothwithstanding any such termination, assignment or resignation. If the Master Opteum or Xxxxx Fargo, as Servicer candoes not deliver the related Annual Statement of Compliance by March 15th 1st of any year, either the Trust Administrator or the Depositor shall provide the related Servicer with written notice, which may be electronic and confirmed by email, of its failure to deliver such Annual Statement of Compliance and such Servicer shall have 10 calendar days from the date its receipt of such yearwritten notice to cure such failure to deliver. Failure of the Servicer to timely comply with this Section 3.20, shall be deemed a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Servicer Event of Default, the TrusteeTrustee or the Master Servicer, as applicable, may at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Each of the Servicers, the Master Servicer and the Trust Administrator shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based solely and directly upon a breach of the Master Servicer’s obligations under this Section 3.20. Such indemnification shall not cover any damages that are indirect, consequential, punitive or special in nature.

Statement as to Compliance. The Each of the Servicer, Master Servicer and the Securities Administrator shall use its best reasonable efforts to deliver (or otherwise make available) (and with respect to any calendar year during which the Trust’s annual report on Form 10K is required to be filed in accordance with the Exchange Act, the Servicer, each of the Master Servicer and Securities Administrator shall use its best reasonable efforts to cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Trust Administrator, Securities Administrator on or before March 15th 1 of each calendar year beginning year, but in 2008no event later than March 15, commencing in March 2007, and, in turn, the Securities Administrator will forward to the Depositor, an Officers’ Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory the signer thereof, that that: (i) a review of the such party’s activities of the Master Servicer during the preceding calendar year or portion thereof and of such party’s performance under this Agreement or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officers’ supervision and officer’s supervision; and (ii) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliverIn the event the Servicer, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the TrusteeSecurities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, at or any applicable agreement in the direction case of a Servicing Function Participant, as the Depositorcase may be, may permit a cure period for the Master Servicer such party shall provide an Officer’s Certificate pursuant to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity 3.17 or to damagessuch applicable agreement, including injunctive relief and specific performanceas the case may be, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede notwithstanding any other provision in this Agreement such termination, assignment or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20resignation.

Statement as to Compliance. The Master On or before March 1 of each calendar year, commencing in 2007, the Servicer shall deliver to the Indenture Trustee a statement of compliance (the “Statement as to Compliance”) addressed to the Depositor and the Trust AdministratorIndenture Trustee and signed by an authorized officer of the Servicer, on or before March 15th of each calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, the effect that (ia) a review of the Servicer’s activities of the Master Servicer during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officers’ supervision officer’s supervision, and (iib) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifying specifically identifying each such failure known to such officer and the nature and the status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed a Master Servicer Event of Default Default, and the Indenture Trustee at may (with the direction consent of the Depositor shallDepositor), in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon give notice to Noteholders that they have ten Business Days to object. If no such objection is received, the Indenture Trustee shall immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to uxxxxxxxxxxx X&X Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its the Indenture Trustee, as applicable and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. (a) The Master Servicer Company shall deliver to the Depositor and Trustee, within 90 days after the Trust Administrator, on or before March 15th end of each calendar year beginning in 2008fiscal year, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review need not comply with Section 14.05 stating that in the course of the activities performance by the signer of his or her duties as an Officer of the Master Servicer Company he or she would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period and if any specifying such Default, its status and what action the preceding calendar year and Company is taking or has proposed to take with respect thereto. For purposes of performance this Section 4.05(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Agreement has been made under such officers’ supervision and (ii) Indenture. The Company shall deliver to the best Trustee an Officers’ Certificate at or promptly following the Issue Date and annually at or within one month following each anniversary of the Issue Date, beginning December 21, 2013, describing such officers’ knowledgeinsurance in reasonable detail, based on together with certificates from each insurer, and stating that such review, insurance complies with the Master Servicer has fulfilled all terms of its obligations under this Agreement in all material respects throughout such year, or, if there has been the Senior Secured Note Documents. The Company shall deliver to the Trustee a failure replacement certificate at or prior to fulfill the time any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicerinsurance expires. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th Company at any time fails to maintain any such insurance, it shall give prompt written notice of such year, failure to the Trustee, at describing such failure in reasonable detail. The Company shall comply with TIA Section 314(a)(4). The Company’s delivery to the direction Trustee of the Depositorreports, may permit a cure period information and documents required by TIA Section 314(a)(4) is for informational purposes only and the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th Trustee’s receipt of such year. Failure shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). (b) When any Default has occurred and is continuing under this Indenture, or if the trustee of, or the holder of, any other evidence of Indebtedness of the Master Servicer Company or any Subsidiary outstanding in a principal amount of $20,000,000 or more gives any notice stating that it is a notice of default or takes any other action to comply with this Section 3.20 accelerate such Indebtedness or enforce any Note therefor, the Company shall be deemed a Master Servicer Event of Default and deliver to the Trustee at within five Business Days by registered or certified mail, nationally recognized overnight courier guaranteeing next day delivery, or facsimile transmission an Officers’ Certificate specifying such event, notice or other action, its status and what action the direction of the Depositor shall, in addition Company is taking or proposes to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20take with respect thereto.

Statement as to Compliance. The Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Trust AdministratorTrustee, on or before not later than March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer such party during the preceding calendar year and of performance under this Agreement or other applicable servicing agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Each such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Master Servicer and the Trustee shall deliver, or cause any Sub-Servicer to deliver, deliver a similar Annual Statement of Compliance by any Sub-Servicer to which Servicer, subcontractor or other Person engaged by it and satisfying any servicing responsibilities have been delegated of the criteria set forth in Item 1108(a)(2)(i) – (iii) of Regulation AB with respect to the Mortgage Loans, to the Depositor and the Trust Administrator Trustee as described above as and when required with respect to the Master Servicer. If In the event the Master Servicer cannot deliver or the related Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and shall use its reasonable efforts to cause any Sub-Servicer, subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(2)(i) – (iii) of Regulation AB with respect to the Mortgage Loans that resigns or is terminated under any applicable agreement to provide, an Annual Statement of Compliance by March 15th pursuant to this Section 3.20 with respect to the period of time that such party was subject to this Agreement or such other agreement, as applicable. For so long as a Form 10-K is required to be filed with respect to the Trust for the preceding calendar year, the Trustee, at the direction of the Depositor, may permit a cure period for failure by the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a Master Servicer Event of Default Termination, and the Trustee at may (with the direction consent of the Depositor shallDepositor), in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damagesin equity, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Servicer, the Master Servicer shall deliver to the Depositor and the Trust AdministratorAdministrator shall deliver (or otherwise make available) (and each of the Servicer, the Master Servicer and the Trust Administrator shall cause any Sub-Servicer subject to Item 1108(a)(2) of Regulation AB engaged by it to deliver) to the Trust Administrator (and the Trust Administrator shall deliver (or otherwise make available) to the Depositor) on or before March 15th (with no cure period) of each calendar year beginning year, commencing in 2008March 2007, an Officers’ Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory the signer thereof, that (iA) a review of the such party’s activities of the Master Servicer during the preceding calendar year or portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officers’ officer’s supervision and (iiB) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Custodian, in its capacity as such, shall not be required to deliver such Officer’s Certificate. The Master Servicer shall deliverinclude all annual statements of compliance received by it from each Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator or cause any Sub-Servicer subject to deliver, a similar Annual Statement Item 1108(a)(2) of Compliance Regulation AB engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Sub-Servicer subject to which any servicing responsibilities have been delegated with respect Item 1108(a)(2) of Regulation AB, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th relevant section of such yearother applicable agreement, as the Trusteecase may be, at the direction of the Depositornotwithstanding any such termination, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such yearassignment or resignation. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a Master Servicer Event of Default Default, and upon receipt of written notice from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer, as applicable, may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s rights to reimbursement of unreimbursed Advances and Servicing Advances and accrued and unpaid Servicer Fees in the manner provided in this Agreement). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Servicer, the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Servicer, the Master Servicer shall deliver to the Depositor and the Trust AdministratorAdministrator shall deliver (or otherwise make available) (and each of the Servicer, the Master Servicer and the Trust Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Trust Administrator (and the Trust Administrator shall deliver (or otherwise make available) to the Depositor) on or before March 1st (in the case of the Servicer) or March 15th (in the case of the Master Servicer and the Trust Administrator and with no cure period) of each calendar year beginning year, commencing in 2008March 2007, an Officers’ Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory the signer thereof, that (iA) a review of the such party’s activities of the Master Servicer during the preceding calendar year or portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officers’ officer’s supervision and (iiB) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Custodian, in its capacity as such, shall not be required to deliver such Officer’s Certificate. The Servicer shall deliver, or cause any Sub-Servicer to deliverbe delivered, a similar Annual Statement of Compliance by any Sub-Servicer Servicer, subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(i)-(iii), to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Servicer. The Master Servicer shall include all annual statements of compliance received by it from each Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the relevant section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. If Failure of the Servicer to timely comply with this Section 3.20 (after expiration of the related cure period) shall be deemed a Servicer Event of Default, and upon receipt of written notice from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such yearServicer, the Trusteeas applicable, may at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Servicer (subject to the penultimate paragraph of Section 4.06(b)), the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20. If the Servicer does not deliver the Annual Statement of Compliance by March 1st of any year, either the Trust Administrator or the Depositor shall provide the Servicer with written notice of its failure to deliver such Annual Statement of Compliance and the Servicer shall have 10 calendar days from the date of such written notice to cure such failure to deliver.

Statement as to Compliance. The Each of the Servicer, the Master Servicer and the Trust Administrator shall deliver (or otherwise make available) (and each of the Servicer, the Master Servicer and the Trust Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Trust AdministratorCertificate Insurer, on or before not later than March 15th of each calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer such party during the preceding calendar year year, or portion therof, and of performance under this Agreement or other applicable agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement or other applicable agreement in the case of a Servicing Function Participant in all material respects throughout such year, or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Each such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Servicer, the Trust Administrator and the Master Servicer shall deliver, or cause any Sub-Servicer to deliver, deliver a similar Annual Statement of Compliance by any Sub-Servicer to which Servicer, subcontractor or other Person engaged by it and satisfying any servicing responsibilities have been delegated of the criteria set forth in Item 1108(a)(2)(i) - (iii) of Regulation AB with respect to the Mortgage Loans, to the Depositor and Depositor, the Trust Administrator and the Certificate Insurer as described above as and when required with respect to the Master Servicer. If In the event the Servicer, the Trust Administrator or the Master Servicer cannot deliver is terminated or resigns pursuant to the related terms of this Agreement, such party shall provide, and shall use its reasonable efforts to cause any Sub-Servicer, subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(2)(i) - (iii) of Regulation AB with respect to the Mortgage Loans that resigns or is terminated under any applicable agreement to provide, an Annual Statement of Compliance by March 15th pursuant to this Section 3.20 with respect to the period of time that such party was subject to this Agreement or such other agreement, as applicable. For so long as a Form 10-K is required to be filed with respect to the Trust for the preceding calendar year, failure by the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a Master Servicer Event of Default Termination, and the Trustee at Master Servicer may (with the direction consent of the Depositor shalland the Certificate Insurer), in addition to whatever rights the Trustee Master Servicer may have under this Agreement and at law or equity or to damagesin equity, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Servicer, the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Master Servicer shall will deliver to the Depositor and the Trust AdministratorTrustee, on or before not later than March 15th of each calendar year beginning in 20082007, in form and substance reasonably satisfactory to the Depositor, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. For so long as the Trust is subject to the Exchange Act reporting requirements, the Servicer shall deliver, or cause any Sub-Servicer to deliver, deliver a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator Trustee as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the Trustee (following receipt of written direction of the Depositor), may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 20th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 3.19 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed a Master Servicer an Event of Default Default, and the Trustee at shall, with the direction consent of the Depositor shallDepositor, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to uxxxxxxxxxxx X&X Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor Depositor, the Seller, the Sponsor and its the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.203.19 which shall include any failure by a Sub-Servicer to deliver any required Annual Statement of Compliance.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on or before March 15th 1st (with respect to JPMorgan) or March 5th (with respect to Wells Fargo) of each calendar exxx xalendar year beginning in 20082007, an Officers’ ' Certificate (an “"Annual Statement of Compliance”") in a format attached as Exhibit L, stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year (or applicable portion thereof) and of performance under this Agreement has been made under such officers’ officer's supervision and (ii) to the best of such officers’ officer's knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such yearyear (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliverbe delivered, a similar Annual Statement of Compliance by any Sub-Servicer Servicer, subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(i)-(iii), to which the Servicer has delegated any servicing responsibilities have been delegated responsibilites with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Servicer. Failure of the Servicer to timely comply with this Section 3.20 (after expiration of the related cure period) shall be deemed a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trusteeas applicable, may at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or equity or to damagesin equity, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Master Servicer and the Trust Administrator shall also provide an Annual Statement of Compliance, as and when provided above. Each of the Servicer, the Master Servicer and the Trust Administrator (each, an "Indemnifying Party") shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20. If Wells Fargo as Sexxxxxr cannot deliver any Annual Statement of Compliance by March 5st of such year, the Trust Administrator, at its sole option, may permit a cure period 105 for such Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 15th of such year. If JPMorgan does not deliver the Annual Statement of Compliance by March 1st of any year, either the Trust Administrator or the Depositor shall provide JPMorgan with written notice of its failure to deliver such Annual Statement of Compliance and JPMorgan shall have 10 calendar days from the date of such written notice to cure such failure to deliver.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on or before March 15th 20th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any entity determined by the Servicer to be a Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer candoes not deliver the related Annual Statement of Compliance by March 15th 20th of such any year, either the Trustee, at Trust Administrator or the direction Depositor shall provide the Servicer with written notice of the Depositor, may permit a cure period for the Master Servicer its failure to deliver such Annual Statement of Compliance, but in no event later than March 18th Compliance and the Servicer shall have 5 calendar days from the date its receipt of such yearwritten notice to cure such failure to deliver. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a Master Servicer Event of Default Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor Depositor, the Trust Administrator and its their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based solely and directly upon a breach of the Master Servicer’s obligations under this Section 3.20. Such indemnification shall not cover any damages that are indirect, consequential, punitive or special in nature.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor Purchaser, to any master servicer which is master servicing any of the Loans pursuant to a Pass-Through Transfer or other securitization transaction (each, a “Master Servicer”) and to any entity which is the Trust Administratordepositor of the Loans pursuant to a Pass-Through Transfer or other securitization transaction (each, on or before a “Depositor”) not later than March 15th of each calendar year in which a Form 10-K is filed with respect to such Pass-Through Transfer, beginning in 20082005, an Officers’ Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause Copies of such statement may be provided by the Purchaser to any Sub-Servicer to deliver, Person identified as a similar Annual Statement prospective purchaser of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with the Loans. (b) With respect to the Mortgage Loansany Loans that are subject to a Pass-Through Transfer or other securitization transaction, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such yeareach year beginning in 2005 (or if not a Business Day, the Trusteeimmediately preceding Business Day), or at the direction any other time upon thirty (30) days written request, an officer of the DepositorSeller shall execute and deliver an Officer’s Certificate to the Purchaser, may permit a cure period any Master Servicer and any Depositor for the Master Servicer to deliver benefit of each such Annual Statement of Compliance, but in no event later than March 18th of entity and such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default entity’s affiliates and the Trustee at the direction officers, directors and agents of the Depositor shallany such entity and such entity’s affiliates, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. form attached hereto as Exhibit 11. (c) The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer, the Depositor, the Purchaser (and its if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and Affiliates agents (any such person, an “Indemnified Party”) from and against any actual 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 or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Section 11.24 or Section 11.25, or the gross negligence, bad faith or willful misconduct of the Master ServicerSeller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Seller agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Seller in the other in connection with a breach of the Seller’s obligations under this Section 3.2011.24 or Section 11.25, or the Seller’s gross negligence, bad faith or willful misconduct in connection therewith. The obligations and requirements set out in this Section 11.24 shall be deemed satisfied upon Seller’s full performance of the requirements and obligations set out in Section 33.04.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on or before March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement or other applicable servicing agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated responsibilites with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the TrusteeTrust Administrator, at the direction of the Depositorits sole option, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 20th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 3.20, which continues unremedied for ten (10) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed a Master Servicer an Event of Default Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor Depositor, the Trust Administrator and its their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on or before March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers’ officer’s supervision and (ii) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliverbe delivered, a similar Annual Statement of Compliance by any Sub-Servicer Servicer, subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(i)-(iii), to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a Master Servicer Event of Default Default, and upon the receipt of written notice from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer, as applicable, may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or equity or to damagesin equity, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Master Servicer and the Trust Administrator shall also provide an Annual Statement of Compliance, as and when provided above. Each of the Servicer, the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Master Not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed pursuant to Section 4.06(b), 15 calendar days before each date on which the Depositor’s annual report on Form 10-K is required to be filed pursuant to Section 4.06(b)(or if such day is not a Business Day, the immediately preceding Business Day), the Servicer shall deliver to the Master Servicer, the Depositor and the Trust Administrator, on or before March 15th of each calendar year beginning in 2008, Rating Agency an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Copies of any such statement shall be provided by the Master Servicer shall deliverto any Certificateholder upon the request and at the expense of the requesting party, or cause any Sub-provided that such statement is delivered by the Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If Not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed pursuant to Section 4.06(b), 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed pursuant to Section 4.06(b) (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer cannot shall deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of to the Depositor, may permit the Trustee and each Rating Agency an Officer’s Certificate stating, as to each signatory thereof, that (i) a cure period for review of the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure activities of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default during the preceding calendar year and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations performance of the Master Servicer under this Agreement has been made under such officer’s supervision, and in and (ii) to the Mortgage Loans and the proceeds thereof without compensating best of such officer’s knowledge, based on such review, the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and has fulfilled all its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof and the action being taken by the Master Servicer to cure such default.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on On or before March 15th of each calendar year beginning (with no cure period), commencing in 20082007, the Servicer shall deliver or otherwise make available to the Trust Administrator and the Master Servicer a statement of compliance addressed to the Master Servicer and the Depositor and signed by an Officers’ Certificate (an “Annual Statement authorized officer of Compliance”) statingthe Servicer, as to each signatory thereof, the effect that (ia) a review of the Servicer’s activities of the Master Servicer during the immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement during such period has been made under such officers’ supervision officer’s supervision, and (iib) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, calendar year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material respect, specifying specifically identifying each such failure known to such officer and the nature and the status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliverbe delivered, a similar Annual Statement of Compliance by any Sub-Servicer Servicer, Subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(i), (ii) or (iii), to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor Trust Administrator as described above as and when required with respect to the Servicer. Each of the Master Servicer and Trust Administrator shall deliver, or cause to be delivered, a similar Annual Statement of Compliance by any Sub-Servicer, Subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(i), (ii) or (iii), to which the Master Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Master Servicer. If Each of the Master Servicer cannot deliver and the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Trust Administrator shall also provide an Annual Statement of Compliance, but in no event later than March 18th as and when provided above. Each of such year. Failure of the Servicer, the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shallTrust Administrator (each, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. (a) The Master Servicer shall Seller will deliver to the Depositor Purchaser, to any “Master Servicer” and to any entity which is the Trust Administratordepositor of the Loans pursuant to a Securitization Transaction or other securitization transaction (each, on or before a “Depositor”) not later than March 15th 31, 2003, March 15, 2004 and February 28 of each succeeding calendar year beginning in 2008year, an Officers’ Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer Seller during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer Seller has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status of cure provisions thereof. The Copies of such statement may be provided by the Purchaser to any Person identified as a prospective purchaser of the Loans. (b) With respect to any Loans that are subject to a Securitization Transaction or other securitization transaction, by March 31, 2003, March 15, 2004 and February 28 of each succeeding year (or if not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Seller shall execute and deliver an Officer’s Certificate to the Purchaser, any Master Servicer shall deliver, or cause and any Sub-Servicer to deliver, a similar Annual Statement Depositor for the benefit of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor each such entity and such entity’s affiliates and the Trust Administrator officers, directors and agents of any such entity and such entity’s affiliates, an Officer’s Certificate in the form attached hereto as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Exhibit 11. (c) The Master Servicer Seller shall indemnify and hold harmless the Depositor Master Servicer, the Depositor, the Purchaser (and its if this Agreement has been assigned in whole or in part by the Purchaser, any and all Persons previously acting as “Purchaser” hereunder), and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and Affiliates agents (any such person, an “Indemnified Party”) from and against any actual 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 or based upon a breach by the Seller or any of its officers, directors, agents or affiliates of its obligations under this Section 11.24 or Section 11.25, or the negligence, bad faith or willful misconduct of the Master ServicerSeller in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Seller agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Seller in the other in connection with a breach of the Seller’s obligations under this Section 3.2011.24 or Section 11.25, or the Seller’s negligence, bad faith or willful misconduct in connection therewith. It is acknowledged and agreed that each Master Servicer and Depositor shall be an express third party beneficiary of the provisions of this Section 11.24 and shall be entitled to independently enforce the provisions of this Section 11.24 with respect to any obligations owed to such entity as if it were a direct party to this Agreement.

Statement as to Compliance. The Master Servicer shall deliver (and the Servicer shall cause any Servicing Function Participant engaged by it to the Depositor and deliver) to the Trust Administrator, on or before March 1st of each calendar year beginning in 2008, and the Master Servicer and Trust Administrator shall deliver (or otherwise make available) to the Depositor on or before March 15th of each calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the such party’s activities of the Master Servicer during the preceding calendar year or portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any entity determined by the Servicer to be a Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Servicer. The Master Servicer shall include all annual statements of compliance received by it from the Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated or resigned pursuant to the terms of the Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the relevant section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. If the Master Servicer candoes not deliver the related Annual Statement of Compliance by March 15th 1st of any year, either the Trust Administrator or the Depositor shall provide the Servicer with written notice, which may be electronic and confirmed by email, of its failure to deliver such Annual Statement of Compliance and the Servicer shall have 10 calendar days from the date its receipt of such yearwritten notice to cure such failure to deliver. Failure of the Servicer to timely comply with this Section 3.20, shall be deemed a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Servicer Event of Default, the TrusteeTrustee or the Master Servicer, as applicable, may at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Servicer, the Master Servicer and the Trust Administrator shall severally, but not jointly, indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based solely and directly upon a breach of the Master Servicer’s obligations of such indemnifying party under this Section 3.20. Such indemnification shall not cover any damages that are indirect, consequential, punitive or special in nature.

Statement as to Compliance. (a) The Master Servicer Company shall deliver to the Depositor and Trustee, within 90 days after the Trust Administrator, on or before March 15th end of each calendar fiscal year, commencing with the fiscal year beginning in 2008ending December 31, 1997, an Officers’ ' Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, stating that (i) a review of the activities of the Master Servicer Company and its Subsidiaries during the preceding calendar fiscal year and of performance under this Agreement has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Subsidiaries to keep, observe, perform and fulfill, its obligations under this Indenture and further stating, as to each such officers’ supervision and (ii) officer signing such certificate, that, to the best of such officers’ his or her knowledge, based on the Company during such reviewpreceding fiscal year has kept, the Master Servicer observed, performed and fulfilled, and has fulfilled all caused each of its obligations under Subsidiaries to keep, observe, perform and fulfill, each and every such covenant contained in this Agreement in all material respects throughout Indenture and no Default or Event of Default occurred during such year, year and at the date of such certificate there is no Default or Event of Default which shall have occurred and be continuing or, if there such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has been occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a failure description of the event and what action each is taking or purposes to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereoftake with respect thereto. The Master Servicer Officers' Certificate shall deliveralso notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end. For purposes of this Section 1023(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture. (b) When any Default shall have occurred and be continuing under this Indenture, or cause if the trustee for or the holder of any Sub-Servicer to deliver, a similar Annual Statement other evidence of Compliance by Debt of the Company or any Sub-Servicer to which Subsidiary gives any servicing responsibilities have been delegated notice or takes any other action with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required a claimed default (other than with respect to Debt in the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement principal amount of Compliance by March 15th of such yearless than $10 million), the TrusteeCompany shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers' Certificate specifying such event, at the direction notice or other action within five days of any officer of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement Company having knowledge of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20Default.

Statement as to Compliance. The Servicer, the Master Servicer and the Trust Administrator shall deliver (or otherwise make available) (and the Master Servicer and the Trust Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Trust Administrator, Administrator on or before March 15th 1 (with a ten-calendar day cure period) of each calendar year beginning year, commencing in 2008March 2007, an Officers’ Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory the signer thereof, that (ia) a review of the such party’s activities of the Master Servicer during the preceding calendar year or portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officers’ officer’s supervision and (iib) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliverinclude all annual statements of compliance received by it from the Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or cause any Sub-applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. Any failure by the Servicer to deliver, a similar deliver the Annual Statement of Compliance when and as required under this Section 3.20, including any failure by any Sub-the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, which any servicing responsibilities have been delegated continues unremedied for ten calendar days after the date on which such Annual Statement of Compliance was required to be delivered shall (subject to the provisions of Section 7.01(a)(v)) constitute an Servicer Event of Termination with respect to the Mortgage LoansServicer under this Agreement, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, shall entitle the Trustee, at the direction of the Depositorpursuant to Section 7.01(a), may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer as servicer under this Agreement and without payment (notwithstanding anything in and this Agreement to the Mortgage Loans and contrary) of any compensation to the proceeds thereof without compensating Servicer; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. Each of the Servicer, the Master Servicer for and the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. (a) The Servicer, Master Servicer and Securities Administrator shall deliver to the Depositor and the Trust Securities Administrator, on or before not later than March 15th of each calendar year beginning in 2008, 2008 an Officers’ ' Certificate (an “"Annual Statement of Compliance”") stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer each such party during the preceding calendar year and of performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Servicer, Master Servicer and Securities Administrator shall deliver, or cause any Sub-Servicer to deliver, deliver a similar Annual Statement of Compliance by any Sub-Servicer or subcontractor to which the Servicer, Master Servicer or Securities Administrator has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Securities Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Servicer or Master Servicer to timely comply with this Section 3.20 shall be deemed a Servicer Event of Termination or Master Servicer Event of Default Termination, as applicable, and the Indenture Trustee shall, at the direction of the Depositor shallDepositor, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Servicer or Master Servicer Servicer, as applicable, under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer or Master Servicer Servicer, as applicable, for the samesame (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor Depositor, the Sponsor, the Master Servicer, the Securities Administrator, the Owner Trustee and its the Indenture Trustee, as applicable and their respective officers, directors and Affiliates from and against any actual losses, damages, claims, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s 's obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall deliver to the Trustee, the Depositor and the Trust Administrator, Rating Agencies on or before March 15th 15 of each calendar year beginning year, commencing in 200820[__], an Officers’ Certificate officer’s certificate (an “Annual Statement of Compliance”) stating), as certifying that with respect to each signatory thereof, that the period ending December 31st of the prior year: (i) a review of the Servicer or such Servicing Officer, as applicable, has reviewed the activities of the Master Servicer during the preceding calendar year or portion thereof and of its performance under this Agreement has been made under such officers’ supervision or other applicable servicing agreement and (ii) to the best of the Servicer’s or such officers’ Servicing Officer’s, as applicable, knowledge, based on such review, the Master Servicer has performed and fulfilled all of its duties, responsibilities and obligations under this Agreement or other applicable servicing agreement in all material respects throughout such year, or, if there has been a failure to fulfill of any such obligation duties, responsibilities or obligations, in any material respect, specifying each such failure known to such officer Servicing Officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect In addition to the Mortgage Loansforegoing, the Servicer will, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such yearextent reasonable, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede give any other provision in this Agreement or any other agreement servicing information required by the Securities and Exchange Commission pursuant to the contraryapplicable law. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilities with respect to the Mortgage Loans serviced by it to a Sub-Servicer, the Servicer shall deliver an officer's certificate of the Sub-Servicer as described above as to each Sub-Servicer as and when required with respect to the Servicer. If the Servicer cannot deliver the Annual Statement of Compliance by March 15th of such year, the Trustee, at its sole option, may permit a cure period for the related Servicer to deliver such Annual Statement of Compliance, but in no event later than March 30th of such year. Failure of the Servicer to timely comply with this Section 3.20 shall be deemed an Servicer Event of Termination, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

Statement as to Compliance. The Servicer, the Master Servicer shall deliver to the Depositor and the Trust AdministratorAdministrator shall deliver (or otherwise make available) (and each of the Servicer, the Master Servicer and the Trust Administrator shall cause any Sub-Servicer subject to Item 1108(a)(2) of Regulation AB engaged by it to deliver) to the Trust Administrator (and the Trust Administrator shall deliver (or otherwise make available) to the Depositor) on or before March 15th (with no cure period) of each calendar year beginning year, commencing in 2008March 2007, an Officers’ Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory the signer thereof, that (iA) a review of the such party’s activities of the Master Servicer during the preceding calendar year or portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Sub-Servicer subject to Item 1108(a)(2) of Regulation AB, has been made under such officers’ officer’s supervision and (iiB) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Sub-Servicer subject to Item 1108(a)(2) of Regulation AB, in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Custodian, in its capacity as such, shall not be required to deliver such Officer’s Certificate. The Master Servicer shall deliverinclude all annual statements of compliance received by it from the Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator or cause any Sub-Servicer subject to deliver, a similar Annual Statement Item 1108(a)(2) of Compliance Regulation AB engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Sub-Servicer subject to which any servicing responsibilities have been delegated with respect Item 1108(a)(2) of Regulation AB, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th relevant section of such yearother applicable agreement, as the Trusteecase may be, at the direction of the Depositornotwithstanding any such termination, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such yearassignment or resignation. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a Master Servicer Event of Default Default, and upon receipt of written notice from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer, as applicable, may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s rights to reimbursement of unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Servicer, the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Master Servicer Xxxxx Fargo and JPMorgan shall deliver to the Depositor Trust Administrator, on or before March 1st of each calendar year beginning in 2007 and Ocwen shall deliver to the Trust Administrator, on or before March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer Xxxxx Fargo, JPMorgan and Ocwen shall deliver, or cause any entity determined by such Servicer to be a Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which such Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master such Servicer. If the Master Servicer canXxxxx Fargo or JPMorgan does not deliver the related Annual Statement of Compliance by March 15th 1st of any year, either the Trust Administrator or the Depositor shall provide the related Servicer with written notice of its failure to deliver such Annual Statement of Compliance and such Servicer shall have 10 calendar days from the date its receipt of such yearwritten notice to cure such failure to deliver. Failure of Xxxxx Fargo, JPMorgan or Ocwen to timely comply with this Section 3.20, and with respect to Xxxxx Fargo and JPMorgan, such compliance continues unremedied for ten (10) calendar days after the date on which written notice of its failure to deliver the Annual Statement of Compliance shall be deemed a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee, Trustee may at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master related Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the related Servicer, such provision shall be given effect. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer Xxxxx Fargo, JPMorgan and Ocwen shall indemnify and hold harmless the Depositor Depositor, the Trust Administrator and its their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based solely and directly upon a breach of the Master related Servicer’s obligations under this Section 3.20. Such indemnification shall not cover any damages that are indirect, consequential, punitive or special in nature.

Statement as to Compliance. The Servicer, the Master Servicer shall deliver to the Depositor and the Trust AdministratorAdministrator shall deliver (or otherwise make available) (and each of the Servicer, the Master Servicer and the Trust Administrator shall cause any Sub-Servicer subject to Item 1108(a)(2) of Regulation AB engaged by it to deliver) to the Trust Administrator (and the Trust Administrator shall deliver (or otherwise make available) to the Depositor) on or before March 15th (with no cure period) of each calendar year beginning year, commencing in March 2008, an Officers’ Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each signatory the signer thereof, that (iA) a review of the such party’s activities of the Master Servicer during the preceding calendar year or portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Sub-Servicer subject to Item 1108(a)(2) of Regulation AB, has been made under such officers’ officer’s supervision and (iiB) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Sub-Servicer subject to Item 1108(a)(2) of Regulation AB, in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Custodian, in its capacity as such, shall not be required to deliver such Officer’s Certificate. The Master Servicer shall deliverinclude all annual statements of compliance received by it from each Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator or cause any Sub-Servicer subject to deliver, a similar Annual Statement Item 1108(a)(2) of Compliance Regulation AB engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Sub-Servicer subject to which any servicing responsibilities have been delegated with respect Item 1108(a)(2) of Regulation AB, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th relevant section of such yearother applicable agreement, as the Trusteecase may be, at the direction of the Depositornotwithstanding any such termination, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such yearassignment or resignation. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a Master Servicer Event of Default Default, and upon receipt of written notice from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer, as applicable, may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s rights to reimbursement of unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement). This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Servicer, the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on or before March 15th 1st (with respect to JPMorgan) or March 5th (with respect to Wxxxx Fargo) of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) in a format attached as Exhibit L, stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year (or applicable portion thereof) and of performance under this Agreement has been made under such officers’ officer’s supervision and (ii) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such yearyear (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliverbe delivered, a similar Annual Statement of Compliance by any Sub-Servicer Servicer, subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(i)-(iii), to which the Servicer has delegated any servicing responsibilities have been delegated responsibilites with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Servicer. Failure of the Servicer to timely comply with this Section 3.20 (after expiration of the related cure period) shall be deemed a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trusteeas applicable, may at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or equity or to damagesin equity, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Master Servicer and the Trust Administrator shall also provide an Annual Statement of Compliance, as and when provided above. Each of the Servicer, the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20. If Wxxxx Fargo as Servicer cannot deliver any Annual Statement of Compliance by March 5st of such year, the Trust Administrator, at its sole option, may permit a cure period for such Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 15th of such year. If JPMorgan does not deliver the Annual Statement of Compliance by March 1st of any year, either the Trust Administrator or the Depositor shall provide JPMorgan with written notice of its failure to deliver such Annual Statement of Compliance and JPMorgan shall have 10 calendar days from the date of such written notice to cure such failure to deliver.

Statement as to Compliance. The Master Servicer shall deliver (and cause any Servicing Function Participant engaged by it to the Depositor and deliver) to the Trust Administrator, on or before March 15th, with no cure period, of each calendar year beginning in 2008 and the Master Servicer and the Trust Administrator shall deliver (or otherwise make available) to the Depositor on or before March 15th of each calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the such party’s activities of the Master Servicer during the preceding calendar year or portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such yearyear or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any entity determined by the Servicer to be a Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator as described above as and when required with respect to the Servicer. The Master Servicer shall include all annual statements of compliance received by it from the Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by any such party is terminated or resigned pursuant to the terms of the Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the relevant section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. If the Master Servicer candoes not deliver the related Annual Statement of Compliance by March 15th of such any year, either the TrusteeTrust Administrator or the Depositor shall provide the Servicer with written notice, at the direction which may be electronic and confirmed by email, of the Depositor, may permit a cure period for the Master Servicer its failure to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 3.20, shall be deemed a Master Servicer Event of Default Default, and upon the receipt of written notice from the Trust Administrator or the Master Servicer of a Servicer Event of Default, the Trustee or the Master Servicer, as applicable, may, and at the direction of the Depositor shall, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Servicer, the Master Servicer and the Trust Administrator shall severally, but not jointly, indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator and its their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based solely and directly upon a breach of the Master Servicer’s obligations of such indemnifying party under this Section 3.20. Such indemnification shall not cover any damages that are indirect, consequential, punitive or special in nature.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor Trust Administrator and to the Trust AdministratorNIMS Insurer, on or before March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) in a format attached as Exhibit L, stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ officer’s supervision and (ii) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliverbe delivered, a similar Annual Statement of Compliance by any Sub-Servicer Servicer, subcontractor or other Person engaged by it and satisfying any of the criteria set forth in Item 1108(a)(i)-(iii), to which the Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor Trust Administrator and the Trust Administrator NIMS Insurer as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a Master Servicer Event of Default Default, and upon the receipt of written notice from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer, as applicable, may at the direction of the Depositor shallDepositor, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or equity or to damagesin equity, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer, such provision shall be given effect. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Each of the Master Servicer and the Trust Administrator shall also provide an Annual Statement of Compliance, as and when provided above. Each of the Servicer, the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor Depositor, the Master Servicer, the Trust Administrator, the NIMS Insurer and its their respective officers, directors and Affiliates Affiliates, as applicable, from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Master Servicer shall deliver to the Depositor and the Trust Administrator, on or before Not later than March 15th of each calendar year beginning commencing in 20082006, or with respect to any SEC Reporting Year, 15 days prior to the date on which the Depositor’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, if such day is not a Business Day, the immediately preceding Business Day), the Servicer shall deliver to the Trustee, the Master Servicer and the Depositor an Officers’ Certificate (an “Annual Statement of Compliance”upon which the Master Servicer can conclusively rely in connection with its obligations under Section 5.09) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and supervision, (ii) to the best of such officers’ officer’s knowledge, based on such review, the Master Servicer has complied with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill noncompliance with such servicing standards or a default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure noncompliance or default known to such officer and the nature and status of cure provisions thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which any servicing responsibilities have been delegated with respect and (iii) to the best of such officer’s knowledge, the subservicer, if any, has complied with the minimum servicing standards set forth in the Uniform Single Attestation Program for Mortgage Loans, to the Depositor Bankers and the Trust Administrator as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver has fulfilled all of its obligations under the related Annual Statement of Compliance by March 15th of servicing agreement throughout such year, or, if there has been a noncompliance with such servicing standards or a default in the fulfillment of any such obligation, specifying each such noncompliance or default known to such officer and the nature and status thereof. Copies of any such statement shall be provided by the Trustee to any Certificateholder, upon request at the expense of the requesting party, provided such statement is delivered by the Servicer to the Trustee, at the direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th of such year. Failure of the Master Servicer to comply with this Section 3.20 shall be deemed a Master Servicer Event of Default and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall will deliver to the Depositor and the Trust AdministratorIndenture Trustee, on or before not later than March 15th of each calendar year beginning in 20082007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status of cure provisions thereof. Such Annual Statement of Compliance shall contain no restrictions or limitations on its use. The Master Servicer shall deliver, or cause any Sub-Servicer to deliver, deliver a similar Annual Statement of Compliance by any Sub-Servicer to which the Master Servicer has delegated any servicing responsibilities have been delegated with respect to the Mortgage Loans, to the Depositor and the Trust Administrator Indenture Trustee as described above as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositor, Depositor may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 20th of such yearyear or if March 20th is not a Business Day, the preceding Business Day. Failure of the Master Servicer to timely comply with this Section 3.20 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed a Master Servicer Event of Default Default, and the Indenture Trustee at may (with the direction consent of the Depositor shallDepositor), in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon give notice to Noteholders that they have ten Business Days to object. If no such objection is received, the Indenture Trustee shall immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to uxxxxxxxxxxx X&X Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its the Indenture Trustee, as applicable and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall will deliver to the Depositor Trustee, the NIMS Insurer and the Trust AdministratorDepositor not later than March 15th, on or before March 15th of each calendar year beginning commencing in 20082007, an Officers’ ' Certificate (an “"Annual Statement of Compliance”") substantially in the form of Exhibit S attached hereto stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar year and of performance under this Agreement or other applicable servicing agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement or other applicable servicing agreement in all material respects throughout such calendar year, or, if there has been a failure to fulfill any such obligation in any material respectrespectx, specifying each such failure known to such officer and the nature and status of cure provisions thereof. The Copies of any such statement shall be provided by the Trustee to any Certificateholder and to any Person identified to the Trustee as a prospective transferee of a Certificate, upon request at the expense of the requesting party, provided such statement is delivered by the Master Servicer shall deliver, or cause any Sub-Servicer to deliver, a similar the Trustee. Such Annual Statement of Compliance by any Sub-shall contain no restrictions or limitations on its use. In the event that the Master Servicer to which has delegated any servicing responsibilities have been delegated with respect to the Mortgage LoansLoans serviced by it to a Sub-Servicer, to the Depositor and Master Servicer shall deliver an officer's certificate of the Trust Administrator Sub-Servicer as described above as to each Sub-Servicer as and when required with respect to the Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trustee, at the direction of the Depositorits sole option, may permit a cure period for the Master related Servicer to deliver such Annual Statement of Compliance, but in no event later than March 18th 30th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed a an Master Servicer Event of Default Termination, automatically, without notice and without any cure period, and the Trustee at the direction of the Depositor shallmay, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Masteer Servicer for the same. This paragraph shall supersede supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer’s obligations under this Section 3.20.