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

Reports on Assessment of Compliance and Attestation. (a) 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 an annual report on Form 10-K is required to be filed pursuant to Section 3.29 on behalf of the Trust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed, pursuant to Section 3.29 (or if such day is not a Business Day, the immediately preceding Business Day), the Servicer, at its own expense, shall deliver to the Depositor, the Trustee and each Rating Agency an officer's certification and assessment of its compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall be substantially in the form of Exhibit P-1 hereto. The parties acknowledge and agree that the items indicated as being subject to assessment by each such party on Exhibit P-2 hereto are the items to be assessed by such party as of the Closing Date and that any changes to such allocation of assessment responsibilities will be made by mutual agreement of the parties. Any such changes will not require an amendment of this Agreement. (b) 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 an annual report on Form 10-K is required to be filed pursuant to Section 3.29 on behalf of the Trust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed pursuant to Section 3.29 (or if such day is not a Business Day, the immediately preceding Business Day), the Servicer, at its own expense, shall cause a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to the Servicer, the Seller or any affiliate thereof), which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor and the Trustee, that attests to and reports on the assessment of compliance provided by the Servicer pursuant to Section 3.20(a) (the "Accountant's Attestation"). Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause any Subservicer and each Subcontractor to deliver, if applicable, with respect to any calendar year during 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 Securities and Exchange Commission, 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day) to the Depositor and the Trustee an Assessment of Compliance, which assessment shall be substantially in the form of Exhibit P-1 hereto. (d) With respect to any calendar year during 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 Securities and Exchange Commission, 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Servicer shall cause each Subservicer and each Subcontractor to deliver to the Depositor and the Trustee an Accountant's Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.20 (c) above. (e) With respect to any calendar year during 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 Securities and Exchange Commission, not later than 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause the Custodian to deliver to the Depositor and the Trustee an Assessment of Compliance with regard to the Servicing Criteria applicable to the Custodian during the preceding calendar year, which assessment shall be substantially in the form of Exhibit P-1 hereto. (f) With respect to any calendar year during 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 Securities and Exchange Commission, not later than 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause the Custodian to deliver to the Depositor and the Trustee an Accountant's Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.20(e) above. (g) With respect to any calendar year during 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 Securities and Exchange Commission, not later than 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause the Trustee to deliver to the Depositor an Assessment of Compliance with regard to the Servicing Criteria applicable to the Trustee during the preceding calendar year, which assessment shall be substantially in the form of Exhibit P-1 hereto. (h) With respect to any calendar year during 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 Securities and Exchange Commission, not later than 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause the Trustee to deliver to the Depositor an Accountant's Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.20(g) above. (i) The Servicer agrees to indemnify and hold harmless each of the Depositor, the Trustee and each Person, if any, who "controls" the Depositor or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, 80 penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person actually sustains out of third party claims based on (i) the failure of the Servicer or any related Subservicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to this Section 3.20, as applicable, or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to this Section 3.20, as applicable. (j) The Trustee agrees to indemnify and hold harmless each of the Depositor, the Servicer and each Person, if any, who "controls" the Depositor or the Servicer within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trustee to deliver or cause to be delivered when required any Assessment of Compliance required of it pursuant to Section 3.20(g), or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to this Section 3.20, as applicable. Failure by the Trustee to deliver an Accountant's Attestation when required under Section 3.20 will be grounds for immediate removal of the Trustee under Section 8.07; in the event of such failure, the Trustee shall pay certain costs and expenses of the Depositor caused by such failure as separately agreed to by the Depositor and the Trustee.

Reports on Assessment of Compliance and Attestation. (a) 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 an annual report on Form 10-K is required to be filed pursuant to Section 3.29 3.22 on behalf of the Trust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed, pursuant to Section 3.29 3.22 (or if such day is not a Business Day, the immediately preceding Business Day), the Servicer, at its own expense, shall deliver to the Depositor, the Trustee and each Rating Agency an officer's ’s certification and assessment of its compliance with the Servicing Criteria applicable to it during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "“Assessment of Compliance"”), which assessment shall be substantially in the form of Exhibit P-1 R-1 hereto. The parties acknowledge and agree that for the purposes of this Section 3.20, the items indicated as being subject to assessment by each such applicable party on Exhibit P-2 A to Exhibit R-1 hereto are the items to be assessed by such party as of the Closing Date and that any changes to such allocation of assessment responsibilities will be made by mutual agreement of the partiesparties (collectively, the “Servicing Criteria”). Any such changes will not require an amendment of this Agreement. (b) 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 an annual report on Form 10-K is required to be filed pursuant to Section 3.29 3.22 on behalf of the Trust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed pursuant to Section 3.29 3.22 (or if such day is not a Business Day, the immediately preceding Business Day), the Servicer, at its own expense, shall cause a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to the Servicer, the Seller Sponsor or any affiliate thereof), which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor and the Trustee, that attests to and reports on the assessment of compliance provided by the Servicer pursuant to Section 3.20(a) (the "“Accountant's ’s Attestation"”). Such Accountant's ’s Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause any Subservicer subservicer and each Subcontractor subcontractor to deliver, if applicable, with respect to any calendar year during which the Depositor's ’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 Securities and Exchange Commission, 15 calendar days before not later than the 15th day of March preceding the date on which the Depositor's ’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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day) to the Depositor and the Trustee an Assessment of Compliance, which assessment shall be substantially in the form of Exhibit P-1 R-1 hereto. (d) With respect to any calendar year during which the Depositor's ’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 Securities and Exchange Commission, 15 calendar days before not later than the 15th day of March preceding the date on which the Depositor's ’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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Servicer shall cause each Subservicer subservicer and each Subcontractor subcontractor to deliver to the Depositor and the Trustee an Accountant's ’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.20 (c3.20(c) above. (e) With respect to any calendar year during which the Depositor's ’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 Securities and Exchange Commission, not later not later than 15 calendar days before the 15th day of March preceding the date on which the Depositor's ’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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause Custodian pursuant to the Custodian to Custodial Agreement will deliver to the Servicer, the Depositor and the Trustee an Assessment of Compliance with regard to the Servicing Criteria applicable to the Custodian during the preceding calendar year, which assessment shall be substantially in the form of Exhibit P-1 R-1 hereto. (f) With respect to any calendar year during which the Depositor's ’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 Securities and Exchange Commission, not later than 15 calendar days before the 15th day of March preceding the date on which the Depositor's ’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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause Custodian pursuant to the Custodian to Custodial Agreement will deliver to the Depositor and the Trustee an Accountant's ’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.20(e) above. (g) With respect to any calendar year during which the Depositor's ’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 Securities and Exchange Commission, not later than 15 calendar days before the 15th day of March preceding the date on which the Depositor's ’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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor Trustee shall cause the Trustee to deliver to the Depositor an Assessment of Compliance with regard to the Servicing Criteria applicable to the Trustee during the preceding calendar year, which assessment shall be substantially in the form of Exhibit P-1 R-1 hereto. (h) With respect to any calendar year during which the Depositor's ’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 Securities and Exchange Commission, not later than 15 calendar days before the 15th day of March preceding the date on which the Depositor's ’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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor Trustee shall cause the Trustee to deliver to the Depositor an Accountant's ’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.20(g) above. (i) The Servicer agrees to indemnify and hold harmless each of the Depositor, the Trustee and each Person, if any, who "“controls" ” the Depositor or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, 80 penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person actually sustains out of third party claims based on (i) the failure of the Servicer or any related Subservicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to this Section 3.20, as applicable, or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to this Section 3.20, as applicable. (j) The Trustee agrees to indemnify and hold harmless each of the Depositor, the Servicer and each Person, if any, who "controls" the Depositor or the Servicer within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain actually sustains arising out of third party claims based on (i) the failure of the Servicer or any related subservicer or subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required of it pursuant to this Section 3.20, as applicable or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to Section 3.20, as applicable. Notwithstanding the foregoing, in no event shall the Servicer be liable for any consequential, indirect or punitive damages pursuant to this Section 3.20. (j) The Trustee agrees to indemnify and hold harmless each of the Depositor, the Servicer and each Person, if any, who “controls” the Depositor or the Servicer within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related reasonable costs, judgments and other costs and expenses that such Person actually sustains arising out of third party claims based on (i) the failure of the Trustee to deliver or cause to be delivered when required any Assessment of Compliance required of it pursuant to Section 3.20(g), 3.20 or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to this Section 3.20, as applicable. Failure Notwithstanding the foregoing, in no event shall the Trustee be liable for any consequential, indirect or punitive damages pursuant to this Section 3.20. (k) Copies of such Assessments of Compliance and Accountant’s Attestations shall be provided by the Trustee to deliver an any Certificateholder, upon request, provided such documents are delivered to the Trustee. The initial Assessments of Compliance and Accountant's Attestation when ’s Attestations required under pursuant to this Section 3.20 will shall be grounds for immediate removal of delivered to the Trustee under Section 8.07; in the event of such failure, the Trustee shall pay certain costs and expenses of the Depositor caused by such failure as separately agreed to by the Depositor and the TrusteeDepositor, as applicable, by each party no later than March 15, 2008.

Reports on Assessment of Compliance and Attestation. (a) 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 an annual report on Form 10-K is required to be filed pursuant to Section 3.29 on behalf of the Trust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed, pursuant to Section 3.29 (or if such day is not a Business Day, the immediately preceding Business Day), the Servicer, at its own expense, shall deliver to the Depositor, the Trustee and each Rating Agency an officer's certification and assessment of its compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall be substantially in the form of Exhibit P-1 hereto. The parties acknowledge and agree that the items indicated as being subject to assessment by each such party on Exhibit P-2 hereto are the items to be assessed by such party as of the Closing Date and that any changes to such allocation of assessment responsibilities will be made by mutual agreement of the parties. Any such changes will not require an amendment of this Agreement. (b) 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 an annual report on Form 10-K is required to be filed pursuant to Section 3.29 on behalf of the Trust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed pursuant to Section 3.29 (or if such day is not a Business Day, the immediately preceding Business Day), the Servicer, at its own expense, shall cause a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to the Servicer, the Seller or any affiliate thereof), which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor and the Trustee, that attests to and reports on the assessment of compliance provided by the Servicer pursuant to Section 3.20(a) (the "Accountant's Attestation"). Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause any Subservicer and each Subcontractor to deliver, if applicable, with respect to any calendar year during 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 Securities and Exchange Commission, 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day) to the Depositor and the Trustee an Assessment of Compliance, which assessment shall be substantially in the form of Exhibit P-1 hereto. (d) With respect to any calendar year during 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 Securities and Exchange Commission, 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Servicer shall cause each Subservicer and each Subcontractor to deliver to the Depositor and the Trustee an Accountant's Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.20 (c) above. (e) With respect to any calendar year during 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 Securities and Exchange Commission, not later than 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause the Custodian to deliver to the Depositor and the Trustee an Assessment of Compliance with regard to the Servicing Criteria applicable to the Custodian during the preceding calendar year, which assessment shall be substantially in the form of Exhibit P-1 hereto. (f) With respect to any calendar year during 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 Securities and Exchange Commission, not later than 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause the Custodian to deliver to the Depositor and the Trustee an Accountant's Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.20(e) above. (g) With respect to any calendar year during 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 Securities and Exchange Commission, not later than 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause the Trustee to deliver to the Depositor an Assessment of Compliance with regard to the Servicing Criteria applicable to the Trustee during the preceding calendar year, which assessment shall be substantially in the form of Exhibit P-1 hereto. (h) With respect to any calendar year during 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 Securities and Exchange Commission, not later than 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause the Trustee to deliver to the Depositor an Accountant's Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.20(g) above. (i) The Servicer agrees to indemnify and hold harmless each of the Depositor, the Trustee and each Person, if any, who "controls" the Depositor or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, 80 penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person actually sustains out of third party claims based on (i) the failure of the Servicer or any related Subservicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to this Section 3.20, as applicable, or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to this Section 3.20, as applicable. (j) The Trustee agrees to indemnify and hold harmless each of the Depositor, the Servicer and each Person, if any, who "controls" the Depositor or the Servicer within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trustee to deliver or cause to be delivered when required any Assessment of Compliance required of it pursuant to Section 3.20(g), or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to this Section 3.20, as applicable. Failure by the Trustee to deliver an Accountant's Attestation when required under Section 3.20 will be grounds for immediate removal of the Trustee under Section 8.07; in the event of such failure, the Trustee shall pay certain costs and expenses of the Depositor caused by such failure as separately agreed to by the Depositor and the Trustee.

Reports on Assessment of Compliance and Attestation. (a) 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 an annual report on Form 10-K is required to be filed pursuant to Section 3.29 on behalf of the Trust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed, pursuant to Section 3.29 (or if such day is not a Business Day, the immediately preceding Business Day), the Servicer, at its own expense, shall deliver to the Depositor, the Trustee and each Rating Agency an officer's certification and assessment of its compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB (the "Assessment of Compliance"), which assessment shall be substantially in the form of Exhibit P-1 hereto. The parties acknowledge and agree that the items indicated as being subject to assessment by each such party on Exhibit P-2 hereto are the items to be assessed by such party as of the Closing Date and that any changes to such allocation of assessment responsibilities will be made by mutual agreement of the parties. Any such changes will not require an amendment of this Agreement. (b) 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 an annual report on Form 10-K is required to be filed pursuant to Section 3.29 on behalf of the Trust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed pursuant to Section 3.29 (or if such day is not a Business Day, the immediately preceding Business Day), the Servicer, at its own expense, shall cause a nationally or regionally recognized firm of independent registered public accountants (who may also render other services to the Servicer, the Seller Sponsor or any affiliate thereof), which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Depositor and the Trustee, that attests to and reports on the assessment of compliance provided by the Servicer pursuant to Section 3.20(a) (the "Accountant's Attestation"). Such Accountant's Attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. (c) The Servicer shall cause any Subservicer and each Subcontractor to deliver, if applicable, with respect to any calendar year during 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 Securities and Exchange Commission, 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day) to the Depositor and the Trustee an Assessment of Compliance, which assessment shall be substantially in the form of Exhibit P-1 hereto. (d) With respect to any calendar year during 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 Securities and Exchange Commission, 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Servicer shall cause each Subservicer and each Subcontractor to deliver to the Depositor and the Trustee an Accountant's Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.20 (c) above. (e) With respect to any calendar year during 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 Securities and Exchange Commission, not later than 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause the Custodian to deliver to the Depositor and the Trustee an Assessment of Compliance with regard to the Servicing Criteria applicable to the Custodian during the preceding calendar year, which assessment shall be substantially in the form of Exhibit P-1 hereto. (f) With respect to any calendar year during 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 Securities and Exchange Commission, not later than 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause the Custodian to deliver to the Depositor and the Trustee an Accountant's Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.20(e) above. (g) With respect to any calendar year during 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 Securities and Exchange Commission, not later than 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause the Trustee to deliver to the Depositor an Assessment of Compliance with regard to the Servicing Criteria applicable to the Trustee during the preceding calendar year, which assessment shall be substantially in the form of Exhibit P-1 hereto. (h) With respect to any calendar year during 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 Securities and Exchange Commission, not later than 15 calendar days before 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 Securities and Exchange Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause the Trustee to deliver to the Depositor an Accountant's Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.20(g) above. (i) The Servicer agrees to indemnify and hold harmless each of the Depositor, the Trustee and each Person, if any, who "controls" the Depositor or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, 80 penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person actually sustains out of third party claims based on (i) the failure of the Servicer or any related Subservicer or Subcontractor to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to this Section 3.20, as applicable, or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to this Section 3.203.21, as applicable. (j) The Trustee agrees to indemnify and hold harmless each of the Depositor, the Servicer and each Person, if any, who "controls" the Depositor or the Servicer within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Trustee to deliver or cause to be delivered when required any Assessment of Compliance or Accountant's Attestation required of it pursuant to Section 3.20(g)3.20, as applicable, or (ii) any material misstatement contained in any Assessment of Compliance provided on its behalf pursuant to this Section 3.203.21, as applicable. Failure . (k) Copies of such Assessments of Compliance and Accountant's Attestations shall be provided by the Trustee to deliver an any Certificateholder, upon request, provided such statement is delivered to the Trustee. The initial Assessments of Compliance and Accountant's Attestation when Attestations required under pursuant to this Section 3.20 will shall be grounds for immediate removal of delivered to the Trustee under Section 8.07; in the event of such failure, the Trustee shall pay certain costs and expenses of the Depositor caused by such failure as separately agreed to by the Depositor and the TrusteeDepositor, as applicable, by each party no later than March 15, 2007.