Common use of Statement as to Compliance Clause in Contracts

Statement as to Compliance. The Servicer shall deliver to the Trust Administrator, on or before March 15th 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 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 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 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 responsibilites with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 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 an 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, 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 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; 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 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 20072008, 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 responsibilites 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 Trust AdministratorTrustee, at its sole optionthe 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 20th 18th of such year. Failure of the Master Servicer to timely comply with this Section 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, 3.20 shall be deemed an 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 DepositorDepositor 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 supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator Depositor and their 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 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 Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilites 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 Trust AdministratorTrustee, at its sole optionthe 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 20th 18th of such year. Failure of the Master Servicer to timely comply with this Section 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, 3.20 shall be deemed an 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 DepositorDepositor 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 supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator Depositor and their 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 shall will deliver to the Trust AdministratorIndenture Trustee, on or before not later than March 15th 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator Indenture Trustee as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole optionIndenture Trustee (with the consent of the Depositor), may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such yearyear or if March 20th is not a Business Day, the preceding Business Day. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten 3.20 (10taking into account the cure period if permitted as set forth in the preceding paragraph) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an a Servicer Event of DefaultTermination, and upon the receipt of written notice from the Trust Administrator of such Event of DefaultIndenture Trustee shall, the Trustee may at the direction of the DepositorDepositor (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 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; same (other than as provided that herein with respect to the extent that any provision of this Agreement expressly provides for the survival of certain rights unreimbursed Advances or obligations following termination of the Servicer, such provision shall be given effectServicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the DepositorDepositor and the Indenture Trustee, the Trust Administrator 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Servicer shall deliver to the Trust Administrator, on or before March 15th of each calendar year beginning in 20072008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 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 an 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, 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 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; 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 supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Servicer shall will deliver to the Trust Administrator, on or before not later than March 15th (with no cure period) 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 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 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 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 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 Trust Administrator as described above as and when required with respect to the Servicer. If 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 Servicer cannot deliver Trust Administrator pursuant to this Section. In the related Annual Statement of Compliance by March 15th of such yearevent the Master Servicer, the Trust AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, at its sole optionor any applicable agreement in the case of a Servicing Function Participant, as the case may permit a cure period for be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or to such applicable agreement, as the Servicer to deliver case may be, notwithstanding any such Annual Statement of Compliancetermination, but in no event later than March 20th of such yearassignment or resignation. Failure of the Servicer to timely comply with this Section 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, 3.20 shall be deemed an 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, as applicable, may at the direction of the Depositor, 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 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; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of same (other than the Servicer, such provision shall be given effect’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 supercede 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, the Master Servicer, the Trust Administrator and 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 Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Servicer shall will deliver to the Trust Administrator, on or before Trustee not later than March 15th of each calendar year beginning year, commencing 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 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 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 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 delgated any servicing responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator Trustee as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole optionDepositor, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten 3.20 (10taking into account the cure period if permitted as set forth in the preceding paragraph) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an 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 Depositormay, 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 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; same (other than as provided that herein with respect to the extent that any provision of this Agreement expressly provides for the survival of certain rights unreimbursed Advances or obligations following termination of the Servicer, such provision shall be given effectServicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, Depositor and the Trust Administrator 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 Servicer’s 's obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall will deliver to the Trust AdministratorIndenture Trustee, on or before the NIMS Insurer and the Depositor not later than March 15th of each calendar year beginning 15th, commencing in 2007, 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 Servicer Copies of any such statement shall deliverbe provided by the Indenture Trustee to any Noteholder and to any Person identified to the Indenture Trustee as a prospective transferee of a Note, or cause any Sub-upon request at the expense of the requesting party, provided such statement is delivered by the Master Servicer to deliver, a similar the Indenture Trustee. Such Annual Statement of Compliance by any Sub-Servicer to which shall contain no restrictions or limitations on its use. In the event that the Master Servicer has delegated any servicing responsibilites responsibilities with respect to the Mortgage LoansLoans serviced by it to a Sub-Servicer, to the Trust Administrator Master 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 Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust AdministratorIndenture 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 20th 30th of such year. Failure of the Master Servicer to timely comply with this Section 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, 3.20 shall be deemed an Master Servicer Event of DefaultTermination, automatically, without notice and without any cure period, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Indenture Trustee may at the direction of the Depositormay, 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 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 supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall will deliver to the Trust AdministratorIndenture Trustee, on or before the NIMS Insurer and the Depositor not later than March 15th of each calendar year beginning 15th, commencing in 2007, 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 Servicer Copies of any such statement shall deliverbe provided by the Indenture Trustee to any Noteholder and to any Person identified to the Indenture Trustee as a prospective transferee of a Note, or cause any Sub-upon request at the expense of the requesting party, provided such statement is delivered by the Master Servicer to deliver, a similar the Indenture Trustee. Such Annual Statement of Compliance by any Sub-Servicer to which shall contain no restrictions or limitations on its use. In the event that the Master Servicer has delegated any servicing responsibilites responsibilities with respect to the Mortgage LoansLoans serviced by it to a Sub-Servicer, to the Trust Administrator Master 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 Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust AdministratorIndenture 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 20th 30th of such year. Failure of the Master Servicer to timely comply with this Section 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, 3.20 shall be deemed an Master Servicer Event of DefaultTermination, automatically, without notice and without any cure period, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Indenture Trustee may at the direction of the Depositormay, 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 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Master Servicer shall deliver to the Trust AdministratorTrustee, the NIMS Insurer, the Depositor and each Rating Agency on or before March 15th of each calendar year beginning commencing in 2007, 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 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 the request and at the expense of the requesting party, provided that such statement is delivered by the Master Servicer to deliver, a similar the Trustee. Such Annual Statement of Compliance by any Sub-Servicer to which shall contain no restrictions or limitations on its use. In the event that the Master Servicer has delegated any servicing responsibilites responsibilities with respect to the Mortgage LoansLoans serviced by it to a Sub-Servicer, to the Trust Administrator Master 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 Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust AdministratorTrustee, 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 20th 30th of such year. Failure of the Master Servicer to timely comply with this Section 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, 3.20 shall be deemed an Master Servicer Event of DefaultTermination, automatically, without notice and without any cure period, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee may at the direction of the Depositormay, 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 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 supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. (a) The Servicer, Master Servicer and Securities Administrator shall deliver to the Trust Depositor and the Securities Administrator, on or before not later than March 15th of each calendar year beginning in 2007, 2008 an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Depositor and the Securities Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer or Master Servicer to timely comply with this Section 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, 3.20 shall be deemed an a Servicer Event of DefaultTermination or Master Servicer Event of Termination, as applicable, and upon the receipt of written notice from the Trust Administrator of such Event of DefaultIndenture Trustee shall, the Trustee may at the direction of the Depositor, 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 the rights and obligations of the Servicer or Master Servicer, as applicable, under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer or Master Servicer, as applicable, for the same; same (other than as provided that herein with respect to the extent that any provision of this Agreement expressly provides for the survival of certain rights unreimbursed Advances or obligations following termination of the Servicer, such provision shall be given effectServicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator Sponsor, the Master Servicer, the Securities Administrator, the Owner Trustee and 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. 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 Trust Administrator, 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 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 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 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 to which the Servicer has delegated any servicing responsibilites with respect to the Mortgage Loans, be submitted to the Trust Administrator as described above as and when required with respect pursuant to this Section. In the event the Servicer. If , the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such yearMaster Servicer, the Trust AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, at its sole optionor any applicable agreement in the case of a Servicing Function Participant, as the case may permit a cure period for be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th relevant section of such yearother applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. Failure of the Servicer to timely comply with this Section 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, 3.20 shall be deemed an 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, as applicable, may at the direction of the Depositor, 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 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; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of same (other than the Servicer, such provision shall be given effect’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 supercede 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, the Master Servicer, the Trust Administrator and 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 Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Servicer shall deliver to the Trustee, the Trust Administrator, the Depositor and the Rating Agencies on or before March 15th 15 of each calendar year beginning year, commencing in 2007, 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 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 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 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 to which the Servicer has delegated any servicing responsibilites with respect to the Mortgage Loans, Person identified to the Trust Administrator as described above as and when required with respect to a prospective transferee of a Certificate, upon request at the Servicer. If expense of the requesting party, provided such statement is delivered by the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, to the Trust Administrator. In addition to the foregoing, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliancewill, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 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 an 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, 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 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; 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 Servicerreasonable, such provision shall be given effect. This paragraph shall supercede 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 Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator Depositor and their 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 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 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 Trust AdministratorMaster Servicer, on or before March 15th of FSA, the Depositor and each calendar year beginning in 2007, 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 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 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 Servicer Copies of any such statement shall deliver, or cause any Sub-be provided by the Master Servicer to deliverany Certificateholder upon the request and at the expense of the requesting party, a similar Annual Statement of Compliance provided that such statement is delivered by any Sub-the Servicer to the Master Servicer. Not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Servicer has delegated any servicing responsibilites Closing Date occurs) or (b) with respect to any calendar year during which the Mortgage LoansDepositor’s annual report on Form 10-K is required to be filed pursuant to Section 4.06(b), to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten (10) 15 calendar days after before the date on which the Annual Statement of Compliance was Depositor’s annual report on Form 10-K is required to be deliveredfiled 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 shall be deemed an Event of Defaultdeliver to the Depositor, and upon the receipt of written notice from the Trust Administrator of such Event of DefaultFSA, the Trustee may at the direction and each Rating Agency an Officer’s Certificate stating, as to each signatory thereof, that (i) a review of the Depositor, 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 the rights and obligations activities of the Master Servicer during the preceding calendar year and of the 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 the Servicer for the same; provided that to the extent that any provision best of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicersuch officer’s knowledge, based on such provision shall be given effect. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositorreview, the Trust Administrator and 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 Servicer’s Master Servicer has fulfilled all its 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 On or before March 1 of each calendar year, commencing in 2007, the Servicer shall deliver or otherwise make available to the Trust AdministratorAdministrator and the Master Servicer a statement of compliance addressed to the Master Servicer and the Depositor and signed by an authorized officer of the Servicer, on or before March 15th of each calendar year beginning in 2007, 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If Each of the Master Servicer cannot deliver the related and Trust Administrator shall deliver, or cause to be delivered, a similar Annual Statement of Compliance by March 15th any Sub-Servicer, Subcontractor or other Person engaged by it and satisfying any of such yearthe 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, at its sole option, may permit a cure period for Administrator as described above as and when required with respect to the Master Servicer. Each of the Master Servicer to deliver such and the Trust Administrator shall also provide an Annual Statement of Compliance, but in no event later than March 20th of such yearas and when provided above. Failure of the Servicer to timely comply with this Section 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 an 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, 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 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; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination Each of the Servicer, such provision shall be given effect. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor, the Master Servicer, the Trust Administrator and 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 Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Servicer shall deliver to the Trust Administrator, on or before Not later than March 15th of each calendar year beginning commencing in 2007, 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 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 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 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-Servicer to which shall contain no restrictions or limitations on its use. In the event that the Servicer has delegated any servicing responsibilites responsibilities with respect to the Mortgage LoansLoans serviced by it to a Sub-Servicer, to the Trust Administrator 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 related Annual Statement of Compliance by March 15th of such year, the Trust AdministratorTrustee, 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 20th 30th of such year. Failure of the Servicer to timely comply with this Section 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, 3.20 shall be deemed an Servicer Event of Default, automatically, without notice and upon the receipt of written notice from the Trust Administrator of such Event of Defaultwithout any cure period, and the Trustee may at the direction of the Depositormay, 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 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; 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator Trustee and 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 Servicer’s 's obligations under this Section 3.20.

Statement as to Compliance. The Servicer shall will deliver to the Trust AdministratorIndenture Trustee, on or before not later than March 15th 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator Indenture Trustee as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, Depositor may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such yearyear or if March 20th is not a Business Day, the preceding Business Day. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten 3.20 (10taking into account the cure period if permitted as set forth in the preceding paragraph) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Indenture Trustee may at (with the direction consent of the Depositor), 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 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; same (other than as provided that herein with respect to the extent that any provision of this Agreement expressly provides for the survival of certain rights uxxxxxxxxxxx X&X Advances or obligations following termination of the Servicer, such provision shall be given effectServicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the DepositorDepositor and the Indenture Trustee, the Trust Administrator 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 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 Trust Depositor and the 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 2007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the 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 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 Servicer shall deliverIn the event the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilites with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such yearresigns pursuant to, the Trust Administratorterms of this Agreement, at its sole optionor any other applicable agreement, as the case may permit be, such party shall provide a cure period for the 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 20th of notwithstanding any such yeartermination, assignment or resignation. Failure of the Servicer to timely comply with this Section 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, 3.09 shall be deemed an a Servicer Event of Default, and upon the receipt of written notice from Indenture Trustee or the Trust Administrator of such Event of DefaultMaster Servicer, the Trustee may at the direction of the Depositoras 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 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; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of same (other than the Servicer, such provision shall be given effect’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 supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Each Servicer shall deliver (and cause any Servicing Function Participant engaged by it to 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 20072008, 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 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 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 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 the such Servicer has delegated any servicing responsibilites responsibilities with respect to the Mortgage Loans, to 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 Servicer canServicers do not deliver the related Annual Statement of Compliance by March 15th of such any year, either the Trust AdministratorAdministrator or the Depositor shall provide such Servicer with written notice, at which may be electronic and confirmed by email, of its sole option, may permit a cure period for the Servicer failure to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the a Servicer to timely comply with this Section 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 an a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator or the Master Servicer of such Servicer Event of Default, the Trustee may or the Master Servicer, as applicable, may, and at the direction of the DepositorDepositor must, 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 the rights and obligations of the such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the 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 the a Servicer, such provision shall be given effect. This paragraph shall supercede 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, the Master Servicer, the Trust Administrator and 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 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 Servicer shall deliver to the Trust Administrator, on or before March 15th 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 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 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 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 responsibilites with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 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 an 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, 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 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; provided 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s 's obligations under this Section 3.20.

Statement as to Compliance. The 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 Trust AdministratorMaster Servicer, on or before March 15th of the Depositor, and each calendar year beginning in 2007, 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 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 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 Servicer Copies of any such statement shall deliver, or cause any Sub-be provided by the Master Servicer to deliverany Certificateholder upon the request and at the expense of the requesting party, a similar Annual Statement of Compliance provided that such statement is delivered by any Sub-the Servicer to which the Servicer has delegated any servicing responsibilites Master Servicer. Not later than March 15 of each calendar year with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten (10) any calendar days after the date on year during which the Annual Statement of Compliance was Depositor’s annual report on Form 10-K is required to be deliveredfiled 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 shall be deemed an Event of Default, and upon deliver to the receipt of written notice from the Trust Administrator of such Event of DefaultDepositor, the Trustee may at the direction and each Rating Agency an Officer’s Certificate stating, as to each signatory thereof, that (i) a review of the Depositor, 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 the rights and obligations activities of the Master Servicer during the preceding calendar year and of the 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 the Servicer for the same; provided that to the extent that any provision best of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicersuch officer’s knowledge, based on such provision shall be given effect. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositorreview, the Trust Administrator and 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 Servicer’s Master Servicer has fulfilled all its 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 Trust Depositor and the Securities Administrator, on or before not later than March 15th of each calendar year beginning in 20072008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the 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 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 Servicer shall deliverIn the event the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilites with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such yearresigns pursuant to, the Trust Administratorterms of this Agreement, at its sole optionor any other applicable agreement, as the case may permit be, such party shall provide a cure period for the 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 20th of notwithstanding any such yeartermination, assignment or resignation. Failure of the Servicer to timely comply with this Section 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, 3.09 shall be deemed an a Servicer Event of Default, and upon the receipt of written notice from Indenture Trustee or the Trust Administrator of such Event of DefaultMaster Servicer, the Trustee may at the direction of the Depositoras 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 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; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of same (other than the Servicer, such provision shall be given effect’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 supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Servicer shall will deliver to the Trust AdministratorTrustee, on or before not later than March 15th 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator Trustee as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole optionTrustee (with the consent of the Depositor), may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th 25th of such year. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten 3.20 (10taking into account the cure period if permitted as set forth in the preceding paragraph) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an 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 Depositormay, 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 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; same (other than as provided that herein with respect to the extent that any provision of this Agreement expressly provides for the survival of certain rights unreimbursed Advances or obligations following termination of the Servicer, such provision shall be given effectServicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, Depositor and the Trust Administrator 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 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 Trust Depositor and the Securities Administrator, on or before not later than March 15th 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 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 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 Servicer shall deliverIn the event the Master Servicer, the Securities Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or cause any Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilites with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such yearresigns pursuant to, the Trust Administratorterms of this Agreement, at its sole optionor any other applicable agreement, as the case may permit be, such party shall provide a cure period for the 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 20th of notwithstanding any such yeartermination, assignment or resignation. Failure of the Servicer to timely comply with this Section 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, 3.09 shall be deemed an a Servicer Event of Default, and upon the receipt of written notice from Indenture Trustee or the Trust Administrator of such Event of DefaultMaster Servicer, the Trustee may at the direction of the Depositoras 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 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; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of same (other than the Servicer, such provision shall be given effect’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 supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. 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 Sub-Servicer subject to Item 1108(a)(2) of Regulation AB engaged by it to deliver) to the Trust Administrator, 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 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 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 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 Item 1108(a)(2) of Regulation AB, as the Servicer has delegated any servicing responsibilites with respect case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th relevant section of such yearother applicable agreement, as the Trust Administratorcase may be, at its sole optionnotwithstanding any such termination, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such yearassignment or resignation. Failure of the Servicer to timely comply with this Section 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, 3.20 shall be deemed an 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, as applicable, may at the direction of the Depositor, 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 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; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of same (other than the Servicer, such provision shall be given effect’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 supercede 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, the Master Servicer, the Trust Administrator and 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 Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. 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 Trust Administrator, 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 March 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If 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 Servicer cannot deliver Trust Administrator pursuant to this Section. In the related Annual Statement of Compliance by March 15th of such yearevent the Servicer, the Master Servicer, the Trust AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, at its sole optionor any applicable agreement in the case of a Servicing Function Participant, as the case may permit a cure period for be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th relevant section of such yearother applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten 3.20 (10after expiration of the related cure period) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an 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, as applicable, may at the direction of the Depositor, 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 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; 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 supercede 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, the Master Servicer, the Trust Administrator and 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 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 Servicer Xxxxx Fargo and JPMorgan shall deliver to the 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 2007, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the 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 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 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 the such Servicer has delegated any servicing responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the such Servicer. If the Servicer canXxxxx Fargo or JPMorgan does not deliver the related Annual Statement of Compliance by March 15th 1st of such any year, either the Trust Administrator, at Administrator or the Depositor shall provide the related Servicer with written notice of its sole option, may permit a cure period for the Servicer failure to deliver such Annual Statement of Compliance, but in no event later than March 20th 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 Xxxxx Fargo, JPMorgan or Ocwen to timely comply with this Section 3.20, which 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 was required to be delivered, shall be deemed an 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, 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 the rights and obligations of the such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer Xxxxx Fargo, JPMorgan and Ocwen shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 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 shall deliver to the Trust Administrator, on On or before March 15th of each calendar year beginning (with no cure period), 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 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If Each of the Master Servicer cannot deliver the related and Trust Administrator shall deliver, or cause to be delivered, a similar Annual Statement of Compliance by March 15th any Sub-Servicer, Subcontractor or other Person engaged by it and satisfying any of such yearthe 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, at its sole option, may permit a cure period for Administrator as described above as and when required with respect to the Master Servicer. Each of the Master Servicer to deliver such and the Trust Administrator shall also provide an Annual Statement of Compliance, but in no event later than March 20th of such yearas and when provided above. Failure of the Servicer to timely comply with this Section 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 an 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, 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 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; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination Each of the Servicer, such provision shall be given effect. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor, the Master Servicer, the Servicer, the Trust Administrator and 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 Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. 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 Sub-Servicer subject to Item 1108(a)(2) of Regulation AB engaged by it to deliver) to the Trust Administrator, 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 2007March 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 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 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 Item 1108(a)(2) of Regulation AB, as the Servicer has delegated any servicing responsibilites with respect case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th relevant section of such yearother applicable agreement, as the Trust Administratorcase may be, at its sole optionnotwithstanding any such termination, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such yearassignment or resignation. Failure of the Servicer to timely comply with this Section 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, 3.20 shall be deemed an 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, as applicable, may at the direction of the Depositor, 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 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; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of same (other than the Servicer, such provision shall be given effect’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 supercede 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, the Master Servicer, the Trust Administrator and 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 Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Servicer shall deliver to the Trust Administrator, on or before March 15th 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer candoes not deliver the related Annual Statement of Compliance by March 15th 20th of such any year, either the Trust Administrator, at its sole option, may permit a cure period for Administrator or the Depositor shall provide the Servicer with written notice of its failure to deliver such Annual Statement of Compliance, but in no event later than March 20th 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 Servicer to timely comply with this Section 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, 3.20 shall be deemed an 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, 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 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; 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 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 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 Sub-Servicer engaged by it to deliver) to the Trust Administrator, 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 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 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, 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 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, 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 to which the Servicer has delegated any servicing responsibilites with respect to the Mortgage Loans, be submitted to the Trust Administrator as described above as and when required with respect pursuant to this Section. In the event the Servicer. If , the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such yearMaster Servicer, the Trust AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, at its sole optionor any applicable agreement in the case of a Servicing Function Participant, as the case may permit a cure period 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 for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such related year. Failure of the Servicer to timely comply with this Section 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, 3.20 shall be deemed an 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, as applicable, may at the direction of the Depositor, 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 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; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of same (other than the Servicer, such provision shall be given effect’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 supercede 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, the Master Servicer, the Trust Administrator and 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 Servicer’s obligations of such Indemnifying Party 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 Trust Administrator, on or before March 15th 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 such party’s activities of the 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to 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 Opteum or Xxxxx Fargo, as Servicer candoes not deliver the related Annual Statement of Compliance by March 15th 1st of such any year, either the Trust AdministratorAdministrator or the Depositor shall provide the related Servicer with written notice, at which may be electronic and confirmed by email, of its sole option, may permit a cure period for the Servicer failure to deliver such Annual Statement of Compliance, but in no event later than March 20th 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, 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 an 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, as applicable, may at the direction of the Depositor, 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 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; 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 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, the Master Servicer, the Trust Administrator and 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 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 On or before March 1 of each calendar year, commencing in 2007, the Servicer shall deliver to the Trust Administrator, on or before March 15th Trustee and the Depositor a statement of each calendar year beginning in 2007, 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator Trustee as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th 1st of such year, the Trust Administrator, at its sole optionDepositor, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten 3.20 (10taking into account the cure period if permitted as set forth in the preceding paragraph) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an 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 Depositormay, 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 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; same (other than as provided that herein with respect to the extent that any provision of this Agreement expressly provides for the survival of certain rights unreimbursed Advances or obligations following termination of the Servicer, such provision shall be given effectServicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, Depositor and the Trust Administrator 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 Servicer’s 's obligations under this Section 3.20.

Statement as to Compliance. The Servicer shall deliver (and the 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 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 20072008, 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to 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 Servicer candoes not deliver the related Annual Statement of Compliance by March 15th 1st of such any year, either the Trust Administrator, at its sole option, may permit a cure period for 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, but in no event later than March 20th 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, 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 an 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, as applicable, may at the direction of the Depositor, 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 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; 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 supercede 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, the Master Servicer, the Trust Administrator and 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 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 Servicer shall deliver to the Trust AdministratorTrustee, the Depositor and the Rating Agencies on or before March 15th 15 of each calendar year beginning year, commencing in 200720[__], 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 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 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 Servicer shall deliverIn addition to the foregoing, 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 responsibilites with respect to the Mortgage Loanswill, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such yearextent reasonable, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 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 an 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, 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 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; 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 supercede 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 Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator Depositor and their 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 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 shall deliver (and cause any Servicing Function Participant engaged by it to 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 20072008, 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to 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 Servicer candoes not deliver the related Annual Statement of Compliance by March 15th of such any year, either the Trust Administrator, at its sole option, may permit a cure period for 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, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 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 an a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator or the Master Servicer of such a Servicer Event of Default, the Trustee may or the Master Servicer, as applicable, may, and at the direction of the DepositorDepositor 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 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; 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 supercede 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, the Master Servicer, the Trust Administrator and 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 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 Servicer, Master Servicer and Securities Administrator shall deliver to the Trust Depositor and the Securities Administrator, on or before not later than March 15th of each calendar year beginning in 2007, 2008 an Officers’ ' Certificate (an “"Annual Statement of Compliance”") stating, as to each signatory thereof, that (i) a review of the activities of the 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Depositor and the Securities Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer or Master Servicer to timely comply with this Section 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, 3.20 shall be deemed an a Servicer Event of DefaultTermination or Master Servicer Event of Termination, as applicable, and upon the receipt of written notice from the Trust Administrator of such Event of DefaultIndenture Trustee shall, the Trustee may at the direction of the Depositor, 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 the rights and obligations of the Servicer or Master Servicer, as applicable, under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer or Master Servicer, as applicable, for the same; same (other than as provided that herein with respect to the extent that any provision of this Agreement expressly provides for the survival of certain rights unreimbursed Advances or obligations following termination of the Servicer, such provision shall be given effectServicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator Sponsor, the Master Servicer, the Securities Administrator, the Owner Trustee and 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 Servicer’s 's obligations under this Section 3.20.

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 Trust AdministratorDepositor and the Certificate Insurer, on or before not later than March 15th of each calendar year beginning in 20072008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the 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 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 of the Servicer has delegated any servicing responsibilites criteria set forth in Item 1108(a)(2)(i) - (iii) of Regulation AB with respect to the Mortgage Loans, to the Depositor, the Trust Administrator and the Certificate Insurer as described above as and when required with respect to the 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, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of failure by the Servicer to timely comply with this Section 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, 3.20 shall be deemed an a Servicer Event of DefaultTermination, and upon the receipt of written notice from Master Servicer may (with the Trust Administrator of such Event of Default, the Trustee may at the direction consent of the DepositorDepositor and 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 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; 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 supercede 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, the Master Servicer, the Servicer, the Trust Administrator and 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 Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Servicer shall deliver to 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 2007, 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 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 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 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 responsibilites with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten 3.20 (10after expiration of the related cure period) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an 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, as applicable, may at the direction of the Depositor, 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 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; 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 supercede 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, the Master Servicer, the Trust Administrator and 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 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 Servicer shall deliver to the Trust Administrator, on or before March 15th 1st 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 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 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 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 responsibilites with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer candoes not deliver the related Annual Statement of Compliance by March 15th 1st of such any year, either the Trust Administrator, at its sole option, may permit a cure period for Administrator or the Depositor shall provide the Servicer with written notice of its failure to deliver such Annual Statement of Compliance, but in no event later than March 20th Compliance and the Servicer shall have 10 calendar days from the date of its receipt of such yearwritten 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 after the date on which written notice of its failure to deliver the Annual Statement of Compliance was required to be delivered, shall be deemed an 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, 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 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; 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 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 shall deliver to the Trust Administrator, on or before March 15th of each calendar year beginning in 20072008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole optionthe direction of the Depositor, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten five (105) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an 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, 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 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; 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 supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Servicer shall Seller will deliver to the Trust Administrator, on or before March 15th Purchaser not later than February 28th of each calendar year beginning in 2007year, an Officers’ Certificate (each, an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the 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 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 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 the Servicer has delegated any servicing responsibilites with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 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 an 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, 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 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; 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer Seller shall indemnify and hold harmless the Depositorthe Purchaser (and if this Agreement has been assigned in whole or in part by the Purchaser, the Trust Administrator 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 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 Trust AdministratorTrustee, on or before the NIMS Insurer and the Depositor not later than March 15th of each calendar year beginning 15th, commencing in 2007, 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 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 Master Servicer to deliver, a similar the Trustee. Such Annual Statement of Compliance by any Sub-Servicer to which shall contain no restrictions or limitations on its use. In the event that the Master Servicer has delegated any servicing responsibilites responsibilities with respect to the Mortgage LoansLoans serviced by it to a Sub-Servicer, to the Trust Administrator Master 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 Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust AdministratorTrustee, 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 20th 30th of such year. Failure of the Master Servicer to timely comply with this Section 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, 3.20 shall be deemed an Master Servicer Event of DefaultTermination, automatically, without notice and without any cure period, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee may at the direction of the Depositormay, 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 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 Masteer 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. 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 Sub-Servicer subject to Item 1108(a)(2) of Regulation AB engaged by it to deliver) to the Trust Administrator, 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 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 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 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 Item 1108(a)(2) of Regulation AB, as the Servicer has delegated any servicing responsibilites with respect case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th relevant section of such yearother applicable agreement, as the Trust Administratorcase may be, at its sole optionnotwithstanding any such termination, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such yearassignment or resignation. Failure of the Servicer to timely comply with this Section 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, 3.20 shall be deemed an 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, as applicable, may at the direction of the Depositor, 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 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; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of same (other than the Servicer, such provision shall be given effect’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 supercede 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, the Master Servicer, the Trust Administrator and 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 Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Servicer JPMorgan and Xxxxx Fargo shall deliver to the Trust Administrator, on or before March 15th 1st of each calendar year beginning in 2007 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer canJPMorgan or Xxxxx Fargo does not deliver the related Annual Statement of Compliance by March 15th 1st of such any year, either the Trust Administrator, at Administrator or the Depositor shall provide the related Servicer with written notice of its sole option, may permit a cure period for the Servicer failure to deliver such Annual Statement of Compliance, but in no event later than 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 Trust Administrator or the Depositor shall provide Ameriquest with written notice of its failure to deliver such yearAnnual 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 was required to be delivered, shall be deemed an 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, 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 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; 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 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 shall deliver to the Trust Administrator, on or before March 15th 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 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 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 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 responsibilites with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 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 an 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, 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 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; 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Servicer shall will deliver to the Trust AdministratorTrustee, on or before not later than March 15th of each calendar year beginning in 2007, 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator Trustee as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole optionTrustee (following receipt of written direction of the Depositor), may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten 3.19 (10taking into account the cure period if permitted as set forth in the preceding paragraph) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an Event of Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee may at shall, with the direction consent of the Depositor, 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 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; same (other than as provided that herein with respect to the extent that any provision of this Agreement expressly provides for the survival of certain rights uxxxxxxxxxxx X&X Advances or obligations following termination of the Servicer, such provision shall be given effectServicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator Seller, the Sponsor and 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 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 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 Sub-Servicer subject to Item 1108(a)(2) of Regulation AB engaged by it to deliver) to the Trust Administrator, 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 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 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 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 Item 1108(a)(2) of Regulation AB, as the Servicer has delegated any servicing responsibilites with respect case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th relevant section of such yearother applicable agreement, as the Trust Administratorcase may be, at its sole optionnotwithstanding any such termination, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such yearassignment or resignation. Failure of the Servicer to timely comply with this Section 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, 3.20 shall be deemed an 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, as applicable, may at the direction of the Depositor, 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 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; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of same (other than the Servicer, such provision shall be given effect’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 supercede 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, the Master Servicer, the Trust Administrator and 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 Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Master Servicer shall will deliver to the Trust AdministratorIndenture Trustee, on or before not later than March 15th 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. 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 responsibilites responsibilities with respect to the Mortgage Loans, to 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 Trust Administrator, at its sole option, Depositor may permit a cure period for the Master Servicer to deliver such Annual Statement of Compliance, but in no event later than March 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, which continues unremedied for ten 3.20 (10taking into account the cure period if permitted as set forth in the preceding paragraph) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an a Master Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Indenture Trustee may at (with the direction consent of the Depositor), 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 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; same (other than as provided that herein with respect to the extent that any provision of this Agreement expressly provides for the survival of certain rights uxxxxxxxxxxx X&X Advances or obligations following termination of the Servicer, such provision shall be given effectServicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the DepositorDepositor and the Indenture Trustee, the Trust Administrator 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 shall deliver to 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 2007, 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 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 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 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 responsibilites with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten 3.20 (10after expiration of the related cure period) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an 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, as applicable, may at the direction of the Depositor, 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 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; 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 supercede 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, the Master Servicer, the Trust Administrator and 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 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 Servicer shall will deliver to the Trust Administrator, on or before not later than March 15th 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 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 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 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 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 Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 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, 3.20 shall be deemed an 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 or the direction of the DepositorMaster 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 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; 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 supercede 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, the Master Servicer, the Trust Administrator and 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 Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Servicer shall deliver to the Trust Administrator, on or before March 15th 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 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, 3.20 shall be deemed an 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, as applicable, may at the direction of the Depositor, 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 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; 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 supercede 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, the Master Servicer, the Trust Administrator and 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 Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. (a) The Servicer shall Company and each Subsidiary Guarantor will deliver to the Trust AdministratorTrustee, on or before March 15th within 45 days after the end of each calendar year beginning fiscal quarter (90 days in 2007the 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 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 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 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 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 responsibilites with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th signers do know of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 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 an Event of Default, and upon the receipt of written notice from the Trust Administrator of such Default or Event of Default, the Trustee may at certificate shall describe its status, with particularity and that, to the direction best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the Depositorprincipal of or interest, in addition if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or purposes to whatever rights take with respect thereto. The Officers' Certificate shall also notify the Trustee may have 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 Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately 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; 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20Indenture.

Statement as to Compliance. The Servicer shall deliver to the Trust AdministratorAdministrator and to the NIMS Insurer, on or before March 15th of each calendar year beginning in 2007, 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator and the NIMS Insurer as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 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, 3.20 shall be deemed an 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, as applicable, may at the direction of the Depositor, 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 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; 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 supercede 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, the Master Servicer, the Trust Administrator Administrator, the NIMS Insurer and 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 Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Master Servicer and each Servicer shall deliver to the Trust AdministratorMaster Servicer, on or before the Depositor and the Trustee, not later than March 15th 1st of each calendar year beginning in 2007, 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 the Servicer has delegated any servicing responsibilites with respect that subservicer to the Mortgage Loans, to the Trust Administrator Trustee as described above as and when required with respect to the ServicerMaster Servicer 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 Trust AdministratorTrustee, at its 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 20th 10th of such year. Failure of the Master Servicer to timely comply with this Section 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, 3.13 shall be deemed an 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 Depositormay, 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 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. 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 Sub-Servicer subject to Item 1108(a)(2) of Regulation AB engaged by it to deliver) to the Trust Administrator, 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 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 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 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 Item 1108(a)(2) of Regulation AB, as the Servicer has delegated any servicing responsibilites with respect case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th relevant section of such yearother applicable agreement, as the Trust Administratorcase may be, at its sole optionnotwithstanding any such termination, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such yearassignment or resignation. Failure of the Servicer to timely comply with this Section 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, 3.20 shall be deemed an 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, as applicable, may at the direction of the Depositor, 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 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; provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of same (other than the Servicer, such provision shall be given effect’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 supercede 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, the Master Servicer, the Trust Administrator and 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 Servicer’s obligations of such Indemnifying Party under this Section 3.20.

Statement as to Compliance. The Master Servicer shall deliver to the Trust AdministratorTrustee, the NIMS Insurer, the Depositor and each Rating Agency on or before March 15th of each calendar year beginning commencing in 2007, 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 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 the request and at the expense of the requesting party, provided that such statement is delivered by the Master Servicer to deliver, a similar the Trustee. Such Annual Statement of Compliance by any Sub-Servicer to which shall contain no restrictions or limitations on its use. In the event that the Master Servicer has delegated any servicing responsibilites responsibilities with respect to the Mortgage LoansLoans serviced by it to a Sub-Servicer, to the Trust Administrator Master 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 Master Servicer. If the Master Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust AdministratorTrustee, 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 20th 30th of such year. Failure of the Master Servicer to timely comply with this Section 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, 3.20 shall be deemed an Master Servicer Event of DefaultTermination, automatically, without notice and without any cure period, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee may at the direction of the Depositormay, 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 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 Masteer 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The Servicer shall deliver to the Trust Administrator, on On or before March 15th of each calendar year beginning (or March 24th of any calendar year in 2007which a Form 10-K will not be filed), an Officers’ Certificate commencing in 2008, 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator Trustee as described above as and when required with respect to the Servicer. If the 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 Trust Administrator, at its sole optionDepositor, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th 25th of such year. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten 3.20 (10taking into account the cure period if permitted as set forth in the preceding paragraph) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an 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 Depositormay, 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 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; same (other than as provided that herein with respect to the extent that any provision of this Agreement expressly provides for the survival of certain rights unreimbursed Advances or obligations following termination of the Servicer, such provision shall be given effectServicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, Depositor and the Trust Administrator 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 Servicer’s 's obligations under this Section 3.20.

Statement as to Compliance. The Servicer shall deliver to the Trust Administrator, on or before March 15th 1st of each calendar year beginning in 20072008, an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to each signatory thereof, that (i) a review of the activities of the 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer candoes not deliver the related Annual Statement of Compliance by March 15th 1st of such any year, either the Trust Administrator, at its sole option, may permit a cure period for Administrator or the Depositor shall provide the Servicer with written notice of its failure to deliver such Annual Statement of Compliance, but in no event later than March 20th 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, which 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 was required to be delivered, shall be deemed an 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, 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 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; 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 supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 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 On or before March 1 of each calendar year, commencing in 2007, the Servicer shall deliver to the Trust Administrator, on or before March 15th Indenture Trustee a statement of each calendar year beginning in 2007, an Officers’ Certificate compliance (an the “Annual Statement of as to Compliance”) statingaddressed to the Depositor and the Indenture Trustee and signed by an authorized officer of the Servicer, as to each signatory thereof, the effect that (ia) a review of the Servicer’s activities of the 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 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 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 responsibilites with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten 3.20 (10taking into account the cure period if permitted as set forth in the preceding paragraph) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Indenture Trustee may at (with the direction consent of the Depositor), 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 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; same (other than as provided that herein with respect to the extent that any provision of this Agreement expressly provides for the survival of certain rights uxxxxxxxxxxx X&X Advances or obligations following termination of the Servicer, such provision shall be given effectServicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the DepositorDepositor and the Indenture Trustee, the Trust Administrator 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. 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 Trust Administrator, 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 March 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 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 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 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 responsibilites with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If 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 Servicer cannot deliver Trust Administrator pursuant to this Section. In the related Annual Statement of Compliance by March 15th of such yearevent the Servicer, the Master Servicer, the Trust AdministratorAdministrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, at its sole optionor any applicable agreement in the case of a Servicing Function Participant, as the case may permit a cure period for be, such party shall provide an Officer’s Certificate pursuant to this Section 3.20 or the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th relevant section of such yearother applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten 3.20 (10after expiration of the related cure period) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an 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, as applicable, may at the direction of the Depositor, 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 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; 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 supercede 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, the Master Servicer, the Trust Administrator and 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 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 Master Servicer and the Trustee shall deliver to the Trust AdministratorDepositor and the Trustee, on or before not later than March 15th 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 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 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 of the Servicer has delegated any servicing responsibilites criteria set forth in Item 1108(a)(2)(i) – (iii) of Regulation AB with respect to the Mortgage Loans, to 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, failure by the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Master Servicer to timely comply with this Section 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, 3.20 shall be deemed an a Master Servicer Event of DefaultTermination, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee may at (with the direction consent of the Depositor), 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 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 supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20.

Statement as to Compliance. The On or before March 1 of each calendar year, commencing in 2007, the Servicer shall deliver to the Trust Administrator, on or before March 15th Trustee and the Depositor a statement of each calendar year beginning in 2007, 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 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 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 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 responsibilites responsibilities with respect to the Mortgage Loans, to the Trust Administrator Trustee as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th 1st of such year, the Trust Administrator, at its sole optionDepositor, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten 3.20 (10taking into account the cure period if permitted as set forth in the preceding paragraph) calendar days after the date on which the Annual Statement of Compliance was required to be delivered, shall be deemed an 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 Depositormay, 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 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; same (other than as provided that herein with respect to the extent that any provision of this Agreement expressly provides for the survival of certain rights unreimbursed Advances or obligations following termination of the Servicer, such provision shall be given effectServicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, Depositor and the Trust Administrator 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 Servicer’s 's obligations under this Section 3.20.

Statement as to Compliance. The 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 Trust AdministratorMaster Servicer, on or before March 15th of the Depositor and each calendar year beginning in 2007, 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 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 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 Servicer Copies of any such statement shall deliver, or cause any Sub-be provided by the Master Servicer to deliverany Certificateholder upon the request and at the expense of the requesting party, a similar Annual Statement of Compliance provided that such statement is delivered by any Sub-the Servicer to the Master Servicer. Not later than the earlier of (a) March 15 of each calendar year (other than the calendar year during which the Servicer has delegated any servicing responsibilites Closing Date occurs) or (b) with respect to any calendar year during which the Mortgage LoansDepositor’s annual report on Form 10-K is required to be filed pursuant to Section 4.06(b), to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 3.20, which continues unremedied for ten (10) 15 calendar days after before the date on which the Annual Statement of Compliance was Depositor’s annual report on Form 10-K is required to be deliveredfiled 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 shall be deemed an Event of Default, and upon deliver to the receipt of written notice from the Trust Administrator of such Event of DefaultDepositor, the Trustee may at the direction and each Rating Agency an Officer’s Certificate stating, as to each signatory thereof, that (i) a review of the Depositor, 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 the rights and obligations activities of the Master Servicer during the preceding calendar year and of the 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 the Servicer for the same; provided that to the extent that any provision best of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicersuch officer’s knowledge, based on such provision shall be given effect. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositorreview, the Trust Administrator and 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 Servicer’s Master Servicer has fulfilled all its 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 Trust Depositor and the Securities Administrator, on or before March 15th 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 Sub-Servicer to deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which the Servicer has delegated any servicing responsibilites responsibilities have been delegated with respect to the Mortgage Loans, to the Trust Depositor and the 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 Trust AdministratorIndenture Trustee, at its sole optionthe 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 20th 18th of such year. Failure of the Master Servicer to timely comply with this Section 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, 2.20 shall be deemed an a Master Servicer Event of Default, Default and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Indenture Trustee may at the direction of the DepositorDepositor shall, 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; 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 supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Master Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator Depositor and their 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 3.202.20.

Statement as to Compliance. The Servicer shall deliver to the Trust Administrator, on or before Not later than March 15th of each calendar year beginning commencing in 20072006, 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 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 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 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 responsibilites 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 Trust Administrator as described above as Bankers and when required with respect to the Servicer. If the 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 Trust Administratorfulfillment 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 its sole optionthe expense of the requesting party, may permit a cure period for provided such statement is delivered by the Servicer to deliver such Annual Statement of Compliance, but in no event later than March 20th of such year. Failure of the Servicer to timely comply with this Section 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 an 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, 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 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; 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 supercede any other provision in this Agreement or any other agreement to the contrary. The Servicer shall indemnify and hold harmless the Depositor, the Trust Administrator and 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 Servicer’s obligations under this Section 3.20Trustee.

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 March 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 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 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-Servicer to which the Servicer has delegated any servicing responsibilites with respect to the Mortgage Loans, to the Trust Administrator as described above as and when required with respect to the Servicer. If the Servicer cannot deliver the related Annual Statement of Compliance by March 15th of such year, the Trust Administrator, at its sole option, may permit a cure period for the Servicer to deliver such Annual Statement identify any Subcontractor “participating in the servicing function” within the meaning of Compliance, but in no event later than March 20th Item 1122 of such year. Failure of the Servicer to timely comply with this Section 3.20Regulation AB, which continues unremedied for ten (10) calendar days after the date on which the such Annual Statement of Compliance was required to be delivered, delivered shall be deemed (subject to the provisions of Section 7.01(a)(v)) constitute an Servicer Event of DefaultTermination with respect to the Servicer under this Agreement, and upon shall entitle the receipt of written notice from the Trust Administrator of such Event of DefaultTrustee, the Trustee may at the direction of the Depositorpursuant to Section 7.01(a), 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 the rights and obligations of the 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 the Servicer for the sameServicer; 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 ServicerServicer as servicer, such provision shall be given effect. This paragraph shall supercede any other provision in this Agreement or any other agreement to Each of the contrary. The Servicer, the Master Servicer and the Trust Administrator (each, an “Indemnifying Party”) shall indemnify and hold harmless the Depositor, the Master Servicer, the Trust Administrator and 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 Servicer’s obligations of such Indemnifying Party under this Section 3.20.