Common use of Servicer Compliance Statement Clause in Contracts

Servicer Compliance Statement. (a) The Servicer shall, on or before March 1st, but in no event later than March 15th, of each calendar year, commencing in 2007, at its own expense, deliver to the Seller, the NIMS Insurer, the Trustee, the Depositor and the Master Servicer with respect to the year ending on the immediately preceding December 31, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer in the form of Exhibit J hereto, signed by an authorized officer of the Servicer to the effect that (i) a review of the activities of the Servicer during such preceding calendar year (or applicable portion thereof) and of its performance under this Agreement for such period has been made under such Servicing 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 (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, on or before March 1st, but in no event later than March 15th of each calendar year, (or if not a Business Day, the immediately preceding Business Day), beginning with March 1, 2007, a Servicing Officer shall execute and deliver an Officer’s Certificate to the Master Servicer, the Trustee and the Depositor for the benefit of the Trust Fund and the Master Servicer, the Trustee and the Depositor and their officers, directors and affiliates, in the form of Exhibit F hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Servicer Compliance Statement. (a) The Servicer shall, on On or before March 1st, but in no event later than March 15th, 1st of each calendar year, commencing in beginning with March 1, 2007, the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Trustee, the Depositor Depositor, the Securities Administrator and the Master Servicer with respect to the year period ending on the immediately preceding December 31, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer Servicing Officer’s certificate substantially in the form of Exhibit J K hereto, signed by an authorized officer of the Servicer stating, as to the effect each signer thereof, that (i1) a review of the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (ii2) 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 applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof including the steps being taken by the Servicer to remedy such defaultthereof. (b) For so long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, on or before March 1st, but in no event later than March 15th 1st of each calendar year, year (or if not a Business Day, the immediately preceding Business Day), beginning with March 1, 2007, a Servicing Officer shall execute and deliver an Officer’s Certificate to the Master Servicer, the Trustee Trustee, the Securities Administrator and the Depositor for the benefit of the Trust Fund and the Master Servicer, the Trustee and the Depositor and their officers, directors and affiliates, substantially and materially in the form of Exhibit F E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses solely and directly arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 5.05. Notwithstanding the provisions set forth in this Agreement, the Servicer shall not be obligated to provide any indemnification or the negligence, bad faith or willful misconduct reimbursement hereunder to any of the Servicer parties described in connection therewith. If the indemnification provided Section 5.05 or any other party for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the any losses, claimsdamages, damages penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain which are indirect, consequential, punitive or liabilities of the Master Servicer and/or the Depositor special in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewithnature.

Servicer Compliance Statement. (a) The Servicer shall, on On or before March 1st, but in no event later than March 15th, 1st of each calendar year, commencing in beginning with March 1, 2007, the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Trustee, the Depositor and the Master Servicer with respect to the year period ending on the immediately preceding December 31, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer Servicing Officer’s certificate in the form of Exhibit J K hereto, signed by an authorized officer of the Servicer stating, as to the effect each signer thereof, that (i1) a review of the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (ii2) 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 applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (“▇S▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, on or before March 1st, but in no event later than March 15th 1st of each calendar year, year (or if not a Business Day, the immediately preceding Business Day), beginning with March 1, 2007, a Servicing Officer shall execute and deliver an Officer’s Certificate to the Master Servicer, the Trustee and the Depositor for the benefit of the Trust Fund and the Master Servicer, the Trustee and the Depositor and their officers, directors and affiliates, in the form of Exhibit F E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 5.05 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 5.05 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Servicer Compliance Statement. (a) The Servicer shall, on On or before March 1st, but in no event later than March 15th, 1st of each calendar year, commencing in 2007beginning with March 1, 2008, the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Trustee, the Depositor and the Master Servicer with respect to the year period ending on the immediately preceding December 31, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer Servicing Officer’s certificate substantially in the form of Exhibit J K hereto, signed by an authorized officer of the Servicer stating, as to the effect each signer thereof, that (i1) a review of the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (ii2) 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 applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof including the steps being taken by the Servicer to remedy such defaultthereof. (b) For so long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, on or before March 1st, but in no event later than March 15th 1st of each calendar year, year (or if not a Business Day, the immediately preceding Business Day), beginning with March 1, 20072008, a Servicing Officer shall execute and deliver an Officer’s Certificate to the Master Servicer, the Trustee and the Depositor for the benefit of the Trust Fund and the Master Servicer, the Trustee and the Depositor and their officers, directors and affiliates, substantially and materially in the form of Exhibit F E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses solely and directly arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 5.05. Notwithstanding the provisions set forth in this Agreement, the Servicer shall not be obligated to provide any indemnification or the negligence, bad faith or willful misconduct reimbursement hereunder to any of the Servicer parties described in connection therewith. If the indemnification provided Section 5.05 or any other party for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the any losses, claimsdamages, damages penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain which are indirect, consequential, punitive or liabilities of the Master Servicer and/or the Depositor special in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewithnature.

Servicer Compliance Statement. (a) The Servicer shall, on On or before March 1st, but in no event later than March 15th, 1st of each calendar year, commencing in beginning with March 1, 2007, the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Trustee, the Depositor and the Master Servicer with respect to the year period ending on the immediately preceding December 31, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer Servicing Officer’s certificate in the form of Exhibit J K hereto, signed by an authorized officer of the Servicer stating, as to the effect each signer thereof, that (i1) a review of the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (ii2) 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 applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, on or before March 1st, but in no event later than March 15th 1st of each calendar year, year (or if not a Business Day, the immediately preceding Business Day), beginning with March 1, 2007, a Servicing Officer shall execute and deliver an Officer’s Certificate to the Master Servicer, the Trustee and the Depositor for the benefit of the Trust Fund and the Master Servicer, the Trustee and the Depositor and their officers, directors and affiliates, in the form of Exhibit F E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 5.05 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 5.05 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Servicer Compliance Statement. (a) The Servicer shall, on or before March 1st, but in no event later than March 15th, of each calendar year, commencing in 2007Servicer, at its own expense, shall deliver (and shall cause any Servicing Function Participant engaged by it to deliver) to the SellerSponsor, the NIMS Insurer, the Trustee, Securities Administrator and the Depositor and the Master Servicer with respect on or before March 15 of each year, commencing in March 2007, an Officer’s Certificate stating, as to the year ending on the immediately preceding December 31signer thereof, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer in the form of Exhibit J hereto, signed by an authorized officer of the Servicer to the effect that (iA) a review of such party’s activities during the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its such party’s performance under this Agreement for Servicing Agreement, or such period other applicable agreement in the case of any Servicing Function Participant engaged by it, has been made under such Servicing Officerofficer’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 Servicing Agreement or such other applicable agreement in the case of any Servicing Function Participant engaged by it, in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying specifying each such failure known to such Servicing Officer officer and the nature and status thereof including Promptly after receipt of each such Officer’s Certificate, the steps being taken Sponsor and Master Servicer shall review such Officer’s Certificate and, if applicable, consult with each such party, as applicable, as to the nature of any failures by such party, in the Servicer to remedy fulfillment of any of such defaultparty’s obligations hereunder or, in the case of any Servicing Function Participant engaged by it, under such other applicable agreement. (b) For so long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Issuing Entity is subject to Exchange Act of 2002reporting requirements, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf failure of the Trust Fund, on or before March 1st, but in no event later than March 15th of each calendar year, (or if not a Business Day, the immediately preceding Business Day), beginning Servicer to comply timely with March 1, 2007, this Section 4.06 shall be deemed a Servicing Officer shall execute Default, automatically, without notice and deliver an Officer’s Certificate to the Master Servicerwithout any cure period, the Trustee and the Depositor for the benefit of the Trust Fund and the Master ServicerServicer shall, at the Trustee direction of the Sponsor, terminate all the rights and obligations of the Servicer under this Servicing Agreement and in and to the Mortgage Loans and the Depositor and their officers, directors and affiliates, proceeds thereof without compensating the Servicer for the same. This paragraph shall supersede any other provision in this Servicing Agreement or any other agreement to the form of Exhibit F heretocontrary. (c) The Unless available on the Servicer’s or the Securities Administrator’s website, copies of such Servicer annual statements of compliance shall indemnify and hold harmless the Sellerbe provided to any Noteholder upon request, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or at the Depositor as a result of Servicer’s expense if the losses, claims, damages or liabilities of Servicer failed to provide such copies (unless (i) the Servicer shall have failed to provide the Master Servicer and/or the Depositor in with such proportion as is appropriate to reflect the relative fault of statement or (ii) the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach shall be unaware of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewithfailure to provide such statement).

Servicer Compliance Statement. (a) The Servicer shall, on On or before March 1st, but in no event later than March 15th, 1st of each calendar year, commencing in 2007beginning with March 1, 2009, the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Trustee, the Depositor and the Master Servicer with respect to the year period ending on the immediately preceding December 31, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer Servicing Officer’s certificate substantially in the form of Exhibit J K hereto, signed by an authorized officer of the Servicer stating, as to the effect each signer thereof, that (i1) a review of the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (ii2) 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 applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof including the steps being taken by the Servicer to remedy such defaultthereof. (b) For so long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, on or before March 1st, but in no event later than March 15th 1st of each calendar year, year (or if not a Business Day, the immediately preceding Business Day), beginning with March 1, 20072009, a Servicing Officer shall execute and deliver an Officer’s Certificate to the Master Servicer, the Trustee and the Depositor for the benefit of the Trust Fund and the Master Servicer, the Trustee and the Depositor and their officers, directors and affiliates, substantially and materially in the form of Exhibit F E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses solely and directly arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 5.05. Notwithstanding the provisions set forth in this Agreement, the Servicer shall not be obligated to provide any indemnification or the negligence, bad faith or willful misconduct reimbursement hereunder to any of the Servicer parties described in connection therewith. If the indemnification provided Section 5.05 or any other party for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the any losses, claimsdamages, damages penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain which are indirect, consequential, punitive or liabilities of the Master Servicer and/or the Depositor special in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewithnature.

Servicer Compliance Statement. (a) The Servicer shall, on or before March 1st, but in no event later than March 15th, of each calendar year, commencing in 2007Servicer, at its own expense, shall deliver (and shall cause any Servicing Function Participant engaged by it to deliver) to the SellerSponsor, the NIMS Insurer, the Trustee, Securities Administrator and the Depositor and the Master Servicer with respect on or before March 15 of each year, commencing in March 2008, an Officer’s Certificate stating, as to the year ending on the immediately preceding December 31signer thereof, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer in the form of Exhibit J hereto, signed by an authorized officer of the Servicer to the effect that (iA) a review of such party’s activities during the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its such party’s performance under this Agreement for Servicing Agreement, or such period other applicable agreement in the case of any Servicing Function Participant engaged by it, has been made under such Servicing Officerofficer’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 Servicing Agreement or such other applicable agreement in the case of any Servicing Function Participant engaged by it, in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying specifying each such failure known to such Servicing Officer officer and the nature and status thereof including Promptly after receipt of each such Officer’s Certificate, the steps being taken Sponsor and Master Servicer shall review such Officer’s Certificate and, if applicable, consult with each such party, as applicable, as to the nature of any failures by such party, in the Servicer to remedy fulfillment of any of such defaultparty’s obligations hereunder or, in the case of any Servicing Function Participant engaged by it, under such other applicable agreement. (b) For so long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Issuing Entity is subject to Exchange Act of 2002reporting requirements, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf failure of the Trust Fund, on or before March 1st, but in no event later than March 15th of each calendar year, (or if not a Business Day, the immediately preceding Business Day), beginning Servicer to comply timely with March 1, 2007, this Section 4.06 shall be deemed a Servicing Officer shall execute Default, automatically, without notice and deliver an Officer’s Certificate to the Master Servicerwithout any cure period, the Trustee and the Depositor for the benefit of the Trust Fund and the Master ServicerServicer shall, at the Trustee direction of the Sponsor, terminate all the rights and obligations of the Servicer under this Servicing Agreement and in and to the Mortgage Loans and the Depositor and their officers, directors and affiliates, proceeds thereof without compensating the Servicer for the same. This paragraph shall supersede any other provision in this Servicing Agreement or any other agreement to the form of Exhibit F heretocontrary. (c) The Unless available on the Servicer’s or the Securities Administrator’s website, copies of such Servicer annual statements of compliance shall indemnify and hold harmless the Sellerbe provided to any Securityholders upon request, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or at the Depositor as a result of Servicer’s expense if the losses, claims, damages or liabilities of Servicer failed to provide such copies (unless (i) the Servicer shall have failed to provide the Master Servicer and/or the Depositor in with such proportion as is appropriate to reflect the relative fault of statement or (ii) the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach shall be unaware of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewithfailure to provide such statement).

Servicer Compliance Statement. (a) The Servicer shall, on On or before March 1st, but in no event later than March 15th, 1st of each calendar year, commencing in beginning with March 1, 2007, the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Trustee, the Depositor and the Master Servicer with respect to the year period ending on the immediately preceding December 31, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer Servicing Officer’s certificate in the form of Exhibit J K hereto, signed by an authorized officer of the Servicer stating, as to the effect each signer thereof, that (i1) a review of the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (ii2) 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 applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the ▇▇▇Sar▇▇▇▇▇-▇▇▇▇▇ Act ▇▇t of 2002, as amended, (“▇▇▇Sar▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, on or before March 1st, but in no event later than March 15th 1st of each calendar year, year (or if not a Business Day, the immediately preceding Business Day), beginning with March 1, 2007, a Servicing Officer shall execute and deliver an Officer’s Certificate to the Master Servicer, the Trustee and the Depositor for the benefit of the Trust Fund and the Master Servicer, the Trustee and the Depositor and their officers, directors and affiliates, in the form of Exhibit F E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 5.05 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 5.05 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Servicer Compliance Statement. (a) The Servicer shall, on On or before March 1st, but in no event later than March 15th, 1st of each calendar year, commencing in 2007beginning with March 1, 2008, the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Trustee, the Depositor and the Master Servicer and the Securities Administrator with respect to the year period ending on the immediately preceding December 31, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer Servicing Officer’s certificate substantially in the form of Exhibit J K hereto, signed by an authorized officer of the Servicer stating, as to the effect each signer thereof, that (i1) a review of the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (ii2) 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 applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof including the steps being taken by the Servicer to remedy such defaultthereof. (b) For so long as a certificate under the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (“▇S▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, on or before March 1st, but in no event later than March 15th 1st of each calendar year, year (or if not a Business Day, the immediately preceding Business Day), beginning with March 1, 20072008, a Servicing Officer shall execute and deliver an Officer’s Certificate to the Master Servicer, the Trustee Trustee, the Securities Administrator and the Depositor for the benefit of the Trust Fund and the Master Servicer, the Trustee and the Depositor and their officers, directors and affiliates, substantially and materially in the form of Exhibit F E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses solely and directly arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 5.05. Notwithstanding the provisions set forth in this Agreement, the Servicer shall not be obligated to provide any indemnification or the negligence, bad faith or willful misconduct reimbursement hereunder to any of the Servicer parties described in connection therewith. If the indemnification provided Section 5.05 or any other party for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the any losses, claimsdamages, damages penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain which are indirect, consequential, punitive or liabilities of the Master Servicer and/or the Depositor special in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewithnature.

Servicer Compliance Statement. (a) The Servicer shall, on On or before March 1st, but in no event later than March 15th, 1st of each calendar year, commencing in 2007beginning with March 1, 2008, the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Trustee, the Depositor Depositor, the Securities Administrator and the Master Servicer with respect to the year period ending on the immediately preceding December 31, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer Servicing Officer’s certificate substantially in the form of Exhibit J K hereto, signed by an authorized officer of the Servicer stating, as to the effect each signer thereof, that (i1) a review of the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (ii2) 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 applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof including the steps being taken by the Servicer to remedy such defaultthereof. (b) For so long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, on or before March 1st, but in no event later than March 15th 1st of each calendar year, year (or if not a Business Day, the immediately preceding Business Day), beginning with March 1, 20072008, a Servicing Officer shall execute and deliver an Officer’s Certificate to the Master Servicer, the Trustee Trustee, the Securities Administrator and the Depositor for the benefit of the Trust Fund and the Master Servicer, the Trustee Trustee, the Securities Administrator and the Depositor and their officers, directors and affiliates, substantially and materially in the form of Exhibit F E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor Depositor, the Securities Administrator and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses solely and directly arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 5.05. Notwithstanding the provisions set forth in this Agreement, the Servicer shall not be obligated to provide any indemnification or the negligence, bad faith or willful misconduct reimbursement hereunder to any of the Servicer parties described in connection therewith. If the indemnification provided Section 5.05 or any other party for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the any losses, claimsdamages, damages penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain which are indirect, consequential, punitive or liabilities of the Master Servicer and/or the Depositor special in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewithnature.

Servicer Compliance Statement. (a) The Servicer shall, on On or before March 1st, but in no event later than March 15th, 1st of each calendar year, commencing in 2007beginning with March 1, 2008, the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Trustee, the Depositor Depositor, the Securities Administrator and the Master Servicer with respect to the year period ending on the immediately preceding December 31, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer Servicing Officer’s certificate substantially in the form of Exhibit J K hereto, signed by an authorized officer of the Servicer stating, as to the effect each signer thereof, that (i1) a review of the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (ii2) 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 applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof including the steps being taken by the Servicer to remedy such defaultthereof. (b) For so long as a certificate under the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (“▇S▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, on or before March 1st, but in no event later than March 15th 1st of each calendar year, year (or if not a Business Day, the immediately preceding Business Day), beginning with March 1, 20072008, a Servicing Officer shall execute and deliver an Officer’s Certificate to the Master Servicer, the Trustee Trustee, the Securities Administrator and the Depositor for the benefit of the Trust Fund and the Master Servicer, the Trustee Trustee, the Securities Administrator and the Depositor and their officers, directors and affiliates, substantially and materially in the form of Exhibit F E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor Depositor, the Securities Administrator and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses solely and directly arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 5.05. Notwithstanding the provisions set forth in this Agreement, the Servicer shall not be obligated to provide any indemnification or the negligence, bad faith or willful misconduct reimbursement hereunder to any of the Servicer parties described in connection therewith. If the indemnification provided Section 5.05 or any other party for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the any losses, claimsdamages, damages penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain which are indirect, consequential, punitive or liabilities of the Master Servicer and/or the Depositor special in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewithnature.

Servicer Compliance Statement. (a) The Servicer shall, on On or before March 1st, but in no event later than March 15th, 1st of each calendar year, commencing in 2007beginning with March 1, 2008, the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Trustee, the Depositor and the Master Servicer with respect to the year period ending on the immediately preceding December 31, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer Servicing Officer’s certificate substantially in the form of Exhibit J K hereto, signed by an authorized officer of the Servicer stating, as to the effect each signer thereof, that (i1) a review of the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (ii2) 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 applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof including the steps being taken by the Servicer to remedy such defaultthereof. (b) For so long as a certificate under the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (“▇S▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, on or before March 1st, but in no event later than March 15th 1st of each calendar year, year (or if not a Business Day, the immediately preceding Business Day), beginning with March 1, 20072008, a Servicing Officer shall execute and deliver an Officer’s Certificate to the Master Servicer, the Trustee and the Depositor for the benefit of the Trust Fund and the Master Servicer, the Trustee and the Depositor and their officers, directors and affiliates, substantially and materially in the form of Exhibit F E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses solely and directly arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 5.05. Notwithstanding the provisions set forth in this Agreement, the Servicer shall not be obligated to provide any indemnification or the negligence, bad faith or willful misconduct reimbursement hereunder to any of the Servicer parties described in connection therewith. If the indemnification provided Section 5.05 or any other party for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the any losses, claimsdamages, damages penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain which are indirect, consequential, punitive or liabilities of the Master Servicer and/or the Depositor special in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewithnature.

Servicer Compliance Statement. (a) The Servicer shall, on On or before March 1st, but in no event later than March 15th, 1st of each calendar year, commencing in beginning with March 1, 2007, the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Trustee, the Depositor Depositor, the Securities Administrator and the Master Servicer with respect to the year ending on the immediately preceding December 31, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer substantially in the form of Exhibit J K hereto, signed by an authorized officer of the Servicer to the effect that (i1) a review of the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (ii2) 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 applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof including the steps being taken by the Servicer to remedy such defaultthereof. (b) For so long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, on or before March 1st, but in no event later than March 15th 1st of each calendar year, year (or if not a Business Day, the immediately preceding Business Day), beginning with March 1, 2007, a Servicing Officer shall execute and deliver an Officer’s Certificate to the Master Servicer, the Trustee Trustee, the Securities Administrator and the Depositor for the benefit of the Trust Fund and the Master Servicer, the Trustee and the Depositor and their officers, directors and affiliates, substantially and materially in the form of Exhibit F E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses solely and directly arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 5.05. Notwithstanding the provisions set forth in this Agreement, the Servicer shall not be obligated to provide any indemnification or the negligence, bad faith or willful misconduct reimbursement hereunder to any of the Servicer parties described in connection therewith. If the indemnification provided Section 5.05 or any other party for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the any losses, claimsdamages, damages penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain which are indirect, consequential, punitive or liabilities of the Master Servicer and/or the Depositor special in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewithnature.

Servicer Compliance Statement. (a) The Servicer shall, on or before March 1st, but in no event later than March 15th, of each calendar year, commencing in 2007Servicer, at its own expense, shall deliver (and shall cause any Servicing Function Participant engaged by it to deliver) to the SellerSponsor, the NIMS Insurer, the Trustee, Securities Administrator and the Depositor and the Master Servicer with respect on or before March 15 of each year, commencing in March 2008, an Officer’s Certificate stating, as to the year ending on the immediately preceding December 31signer thereof, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer in the form of Exhibit J hereto, signed by an authorized officer of the Servicer to the effect that (iA) a review of such party’s activities during the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its such party’s performance under this Agreement for Servicing Agreement, or such period other applicable agreement in the case of any Servicing Function Participant engaged by it, has been made under such Servicing Officerofficer’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 Servicing Agreement or such other applicable agreement in the case of any Servicing Function Participant engaged by it, in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying specifying each such failure known to such Servicing Officer officer and the nature and status thereof including Promptly after receipt of each such Officer’s Certificate, the steps being taken Sponsor and Master Servicer shall review such Officer’s Certificate and, if applicable, consult with each such party, as applicable, as to the nature of any failures by such party, in the Servicer to remedy fulfillment of any of such defaultparty’s obligations hereunder or, in the case of any Servicing Function Participant engaged by it, under such other applicable agreement. (b) For so long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Issuing Entity is subject to Exchange Act of 2002reporting requirements, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf failure of the Trust Fund, on or before March 1st, but in no event later than March 15th of each calendar year, (or if not a Business Day, the immediately preceding Business Day), beginning Servicer to comply timely with March 1, 2007, this Section 4.06 shall be deemed a Servicing Officer shall execute Default, automatically, without notice and deliver an Officer’s Certificate to the Master Servicerwithout any cure period, the Trustee and the Depositor for the benefit of the Trust Fund and the Master ServicerServicer shall, at the Trustee direction of the Sponsor, terminate all the rights and obligations of the Servicer under this Servicing Agreement and in and to the Mortgage Loans and the Depositor and their officers, directors and affiliates, proceeds thereof without compensating the Servicer for the same. This paragraph shall supersede any other provision in this Servicing Agreement or any other agreement to the form of Exhibit F heretocontrary. (c) The Unless available on the Servicer’s or the Securities Administrator’s website, copies of such Servicer annual statements of compliance shall indemnify and hold harmless the Sellerbe provided to any Noteholder upon request, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or at the Depositor as a result of Servicer’s expense if the losses, claims, damages or liabilities of Servicer failed to provide such copies (unless (i) the Servicer shall have failed to provide the Master Servicer and/or the Depositor in with such proportion as is appropriate to reflect the relative fault of statement or (ii) the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach shall be unaware of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewithfailure to provide such statement).

Servicer Compliance Statement. (a) The Servicer shall, on or before March 1st, but in no event later than March 15th, of each calendar year, commencing in 2007Servicer, at its own expense, shall deliver (and shall cause any Servicing Function Participant engaged by it to deliver) to the SellerSponsor, the NIMS InsurerSecurities Administrator, the TrusteeMaster Servicer, the Depositor Certificate Insurer and the Master Servicer with respect Depositor on or before March 15 of each year, commencing in March 2008, an Officer’s Certificate stating, as to the year ending on the immediately preceding December 31signer thereof, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer in the form of Exhibit J hereto, signed by an authorized officer of the Servicer to the effect that (iA) a review of such party’s activities during the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its such party’s performance under this Agreement for Servicing Agreement, or such period other applicable agreement in the case of any Servicing Function Participant engaged by it, has been made under such Servicing Officerofficer’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 Servicing Agreement or such other applicable agreement in the case of any Servicing Function Participant engaged by it, in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying specifying each such failure known to such Servicing Officer officer and the nature and status thereof including thereof. Promptly after receipt of each such Officer’s Certificate, the steps being taken Sponsor and Master Servicer shall review such Officer’s Certificate and, if applicable, consult with each such party, as applicable, as to the nature of any failures by such party, in the fulfillment of any of such party’s obligations hereunder or, in the case of any Servicing Function Participant engaged by it, under such other applicable agreement. Within 10 Business Days of written request, the Servicer shall provide to remedy such defaultthe Master Servicer a list of servicing officers. (b) For so long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Issuing Entity is subject to Exchange Act of 2002reporting requirements, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf failure of the Trust Fund, on or before March 1st, but in no event later than March 15th of each calendar year, (or if not a Business Day, the immediately preceding Business Day), beginning Servicer to comply timely with March 1, 2007, this Section 4.06 shall be deemed a Servicing Officer shall execute Default, automatically, without notice and deliver an Officer’s Certificate to the Master Servicerwithout any cure period, the Trustee and the Depositor for the benefit of the Trust Fund and the Master ServicerServicer shall, at the Trustee direction of the Sponsor, terminate all the rights and obligations of the Servicer under this Servicing Agreement and in and to the Mortgage Loans and the Depositor and their officers, directors and affiliates, proceeds thereof without compensating the Servicer for the same. This paragraph shall supersede any other provision in this Servicing Agreement or any other agreement to the form of Exhibit F heretocontrary. (c) The Unless available on the Servicer’s or the Securities Administrator’s website, copies of such Servicer annual statements of compliance shall indemnify and hold harmless the Sellerbe provided to any Certificateholder upon request, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or at the Depositor as a result of Servicer’s expense if the losses, claims, damages or liabilities of Servicer failed to provide such copies (unless (i) the Servicer shall have failed to provide the Master Servicer and/or the Depositor in with such proportion as is appropriate to reflect the relative fault of statement or (ii) the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach shall be unaware of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewithfailure to provide such statement).

Servicer Compliance Statement. (a) The For so long as the trust created by this Agreement is subject to the reporting requirements of the Exchange Act, the Applicable Servicer shall, on or before March 1st, but in no event later than March 15th, 15 of each calendar year, commencing in 2007, at its own expense2008, deliver to the Seller, the NIMS InsurerMaster Servicer, the Trustee, Securities Administrator and the Depositor and the Master Servicer with respect to the year ending on the immediately preceding December 31, a statement of compliance addressed to the Seller, NIMS Insurerthe Master Servicer, Trustee, the Securities Administrator and the Depositor and Master Servicer in the form of Exhibit J hereto, signed by an authorized officer of the Servicer Applicable Servicer, to the effect that (i) a review of the Applicable Servicer’s activities of during the Servicer during such immediately preceding calendar year (or applicable portion thereof) and of its performance under this Agreement for and any applicable Mortgage Loan Purchase Agreement during such period has been made under such Servicing Officerofficer’s supervision supervision, and (ii) to the best of such officers’ officer’s knowledge, based on such review, the Applicable Servicer has fulfilled all of its obligations under this Agreement and any applicable Mortgage Loan Purchase Agreement in all material respects throughout such calendar year (or applicable portion thereof), ) or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer officer and the nature and the status thereof including the steps being taken by the Servicer to remedy such default. thereof; and (b) For so long as a certificate under if the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) trust created by this Agreement is required no longer subject to be given on behalf the reporting requirements of the Trust Fund, on or before March 1st, but in no event later than March 15th of each calendar year, (or if not a Business DayExchange Act, the immediately preceding Business Day), beginning with March 1, 2007, Applicable Servicer shall deliver the statement described in the foregoing clause (a) or a Servicing Officer shall execute and deliver an Officer’s Certificate to portion thereof as mutually agreed by the Master Servicer, the Trustee Applicable Servicer and the Depositor for annually until such trust terminates in accordance with the benefit terms of the Trust Fund and the Master Servicer, the Trustee and the Depositor and their officers, directors and affiliates, in the form of Exhibit F heretothis Agreement. (c) The Servicer shall indemnify and hold harmless the Seller, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Servicer Compliance Statement. (a) The Servicer shall, on or before March 1st, but in no event later than March 15th, of each calendar year, commencing in 2007Servicer, at its own expense, shall deliver (and shall cause any Servicing Function Participant engaged by it to deliver) to the SellerSponsor, the NIMS InsurerSecurities Administrator, the Trustee, the Depositor and the Master Servicer with respect and the Depositor on or before March 15 of each year, commencing in March 2008, an Officer’s Certificate stating, as to the year ending on the immediately preceding December 31signer thereof, a statement of compliance addressed to the Seller, NIMS Insurer, Trustee, Depositor and Master Servicer in the form of Exhibit J hereto, signed by an authorized officer of the Servicer to the effect that (iA) a review of such party’s activities during the activities of the Servicer during such preceding calendar year (or applicable portion thereof) thereof and of its such party’s performance under this Agreement for Servicing Agreement, or such period other applicable agreement in the case of any Servicing Function Participant engaged by it, has been made under such Servicing Officerofficer’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 Servicing Agreement or such other applicable agreement in the case of any Servicing Function Participant engaged by it, in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying specifying each such failure known to such Servicing Officer officer and the nature and status thereof including thereof. Promptly after receipt of each such Officer’s Certificate, the steps being taken Sponsor and Master Servicer shall review such Officer’s Certificate and, if applicable, consult with each such party, as applicable, as to the nature of any failures by such party, in the fulfillment of any of such party’s obligations hereunder or, in the case of any Servicing Function Participant engaged by it, under such other applicable agreement. Within 10 Business Days of written request, the Servicer shall provide to remedy such defaultthe Master Servicer a list of servicing officers. (b) For so long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Issuing Entity is subject to Exchange Act of 2002reporting requirements, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf failure of the Trust Fund, on or before March 1st, but in no event later than March 15th of each calendar year, (or if not a Business Day, the immediately preceding Business Day), beginning Servicer to comply timely with March 1, 2007, this Section 4.06 shall be deemed a Servicing Officer shall execute Default, automatically, without notice and deliver an Officer’s Certificate to the Master Servicerwithout any cure period, the Trustee and the Depositor for the benefit of the Trust Fund and the Master ServicerServicer shall, at the Trustee direction of the Sponsor, terminate all the rights and obligations of the Servicer under this Servicing Agreement and in and to the Mortgage Loans and the Depositor and their officers, directors and affiliates, proceeds thereof without compensating the Servicer for the same. This paragraph shall supersede any other provision in this Servicing Agreement or any other agreement to the form of Exhibit F heretocontrary. (c) The Unless available on the Servicer’s or the Securities Administrator’s website, copies of such Servicer annual statements of compliance shall indemnify and hold harmless the Sellerbe provided to any Certificateholder upon request, the NIMS Insurer, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or at the Depositor as a result of Servicer’s expense if the losses, claims, damages or liabilities of Servicer failed to provide such copies (unless (i) the Servicer shall have failed to provide the Master Servicer and/or the Depositor in with such proportion as is appropriate to reflect the relative fault of statement or (ii) the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach shall be unaware of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewithfailure to provide such statement).