Common use of Annual Statement as to Compliance; Notice of Default; Financial Statements Clause in Contracts

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 2005) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052012) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to each Rating Agency then rating the Rating AgenciesNotes and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide make available, or cause to be provided, to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating Agencies Notes (i) as soon as possible and in no any event more than 120 days within the time period allowed by the Commission to file such financials after the end of each fiscal year of the AdministratorAdministrator (or its parent company), audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in no any event more than 30 days within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or its parent company) as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052014) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to each Rating Agency then rating the Rating AgenciesNotes and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide make available, or cause to be provided, to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating Agencies Notes (i) as soon as possible and in no any event more than 120 days within the time period allowed by the Commission to file such financials after the end of each fiscal year of the AdministratorAdministrator (or its parent company), audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in no any event more than 30 days within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or its parent company) as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052013) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to each Rating Agency then rating the Rating AgenciesNotes and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide make available, or cause to be provided, to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating Agencies Notes (i) as soon as possible and in no any event more than 120 days within the time period allowed by the Commission to file such financials after the end of each fiscal year of the AdministratorAdministrator (or its parent company), audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in no any event more than 30 days within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or its parent company) as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052006) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052003) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 3.01 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 3.01 may be obtained by the Excess Distribution any Certificateholder, any Certificate Owner, Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a5.01(a) or (b) below or would cause the Administrator Student Loan Marketing Association to fail to meet the requirement of clause (ai) of Section 2.4 above2.04. (d) At any time that the Administrator is not an Affiliate of the Depositor, the The Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, Administrator audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 45 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee Administrator on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 2005) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee Administrator shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholderholder of the Trust Certificate, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Owner Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Owner Trustee, the Indenture Trustee Administrator will promptly furnish the Eligible Lender Owner Trustee a list of Noteholders as of the date specified by the Eligible Lender Owner Trustee. (b) The Servicer shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052011) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to each Rating Agency then rating the Rating AgenciesNotes and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide make available, or cause to be provided, to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating Agencies Notes (i) as soon as possible and in no any event more than 120 days within the time period allowed by the Commission to file such financials after the end of each fiscal year of the AdministratorAdministrator (or its parent company), audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in no any event more than 30 days within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or its parent company) as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052004) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Owner Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052015) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to each Rating Agency then rating the Rating AgenciesNotes and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Owner Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender TrusteeIssuer, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender TrusteeIssuer, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide make available, or cause to be provided, to the Eligible Lender TrusteeIssuer, the Indenture Trustee and each Rating Agency then rating the Rating Agencies Notes (i) as soon as possible and in no any event more than 120 days within the time period allowed by the Commission to file such financials after the end of each fiscal year of the AdministratorAdministrator (or its parent company), audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in no any event more than 30 days within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or its parent company) as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee on Administrator, by March 20th of each calendar year commencing in 2010 (or before 90 days after if not a Business Day, the end of the fiscal year of the Servicer and the Administratorimmediately preceding Business Day), an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 31st of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052009) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholderholder of the Trust Certificate, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Owner Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Owner Trustee, the Indenture Trustee will Administrator shall promptly furnish the Eligible Lender Owner Trustee a list of Noteholders as of the date specified by the Eligible Lender Owner Trustee. (b) The Servicer shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above5.1 below. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052007) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052004) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 3.01 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 3.01 may be obtained by the Excess Distribution any Certificateholder, any Certificate Owner, Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a5.01(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the The Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, Administrator audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 45 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052004) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 2005) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 3.01 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 3.01 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a5.01(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the The Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, Administrator audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 45 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each With respect to each calendar year for which the Issuer is not required under the Exchange Act to file a report on Form 10-K, each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052006) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 3.01 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 3.01 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee Trustee, at the sole cost and expense of the Trustee, a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above5.01 below. (d) At any time that With respect to each calendar year for which the Administrator Issuer is not an Affiliate of required under the DepositorExchange Act on Form 10-K, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, Administrator audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 45 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 200520[__]) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating AgenciesAgencies and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052008) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material Administration Agreement respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating AgenciesAgencies and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee Administrator on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 31st of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052007) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholderholder of the Trust Certificate, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Owner Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Owner Trustee, the Indenture Trustee Administrator will promptly furnish the Eligible Lender Owner Trustee a list of Noteholders as of the date specified by the Eligible Lender Owner Trustee. (b) The Servicer shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above5.1 below. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052004) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible possible, and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 200520[__]) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to each Rating Agency then rating the Rating AgenciesNotes and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide make available, or cause to be provided, to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating Agencies Notes (i) as soon as possible and in no any event more than 120 days within the time period allowed by the Commission to file such financials after the end of each fiscal year of the AdministratorAdministrator or its parent company, audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in no any event more than 30 days within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or is parent company) as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052008) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating AgenciesAgencies and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052002) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 3.01 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 3.01 may be obtained by the Excess Distribution any Certificateholder, any Certificate Owner, Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a5.01(a) or (b) below or would cause the Administrator Student Loan Marketing Association to fail to meet the requirement of clause (ai) of Section 2.4 above2.04. (d) At any time that the Administrator is not an Affiliate of the Depositor, the The Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, Administrator audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 45 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee Administrator on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 31st of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052006) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee Administrator shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholderholder of the Trust Certificate, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Owner Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Owner Trustee, the Indenture Trustee Administrator will promptly furnish the Eligible Lender Owner Trustee a list of Noteholders as of the date specified by the Eligible Lender Owner Trustee. (b) The Servicer shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052004) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible possible, and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee Administrator on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 31st of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052008) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholderholder of the Trust Certificate, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Owner Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Owner Trustee, the Indenture Trustee will Administrator shall promptly furnish the Eligible Lender Owner Trustee a list of Noteholders as of the date specified by the Eligible Lender Owner Trustee. (b) The Servicer shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above5.1 below. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 2005[·]) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible possible, and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each With respect to each calendar year for which the Issuer is not required under the Exchange Act to file a report on Form 10­K, each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month 12­month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052006) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 3.01 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 3.01 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a5.01(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that With respect to each calendar year for which the Administrator Issuer is not an Affiliate of required under the DepositorExchange Act on Form 10­K, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, Administrator audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 45 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052007) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating AgenciesAgencies and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement.. Administration Agreement (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each With respect to each calendar year for which the Issuer is not required under the Exchange Act to file a report on Form 10-K, each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31_______, 2005200__) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 2005) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Master Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after not later than the end earlier of April 30 or, if the Trust is subject to the periodic reporting requirements of the Securities and Exchange Act of 1934, as amended, the date that the Trust is required to file its Form 10-K for its most recently ended fiscal year of the Servicer and the Administratoryear, an Officer’s Certificate of the Master Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Master Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 200520[__]) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Master Servicer, the Master Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Master Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Master Servicer of any event which with the giving of notice or lapse of time, or both, would become a Master Servicer Default under Section 5.1 of the Master Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052008) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in Administration Agreement all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating AgenciesAgencies and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) A. Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20051997) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution any Certificateholder, any Certificate Owner, Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) B. The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) C. The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) 5.1A or (b) below B or would cause the Administrator Student Loan Marketing Association to fail to meet the requirement of clause (ai) of Section 2.4 above2.4. (d) At any time that the Administrator is not an Affiliate of the Depositor, the D. The Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (ia) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, Administrator audited financials as at the end of and for such year and (iib) as soon as possible and in no event more than 30 45 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052004) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee Administrator on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 2005200_) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee Administrator shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholderholder of the Trust Certificate, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Owner Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Owner Trustee, the Indenture Trustee Administrator will promptly furnish the Eligible Lender Owner Trustee a list of Noteholders as of the date specified by the Eligible Lender Owner Trustee. (b) The Servicer shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee Administrator on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 31st of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052006) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee Administrator shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholderholder of the Trust Certificate, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Owner Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Owner Trustee, the Indenture Trustee Administrator will promptly furnish the Eligible Lender Owner Trustee a list of Noteholders as of the date specified by the Eligible Lender Owner Trustee. (b) The Servicer shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above5.1 below. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052003) and of its performance under this Agreement Supplement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement Supplement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the The Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, Administrator audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 45 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31April 30, 20052014) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to each Rating Agency then rating the Rating AgenciesNotes and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide make available, or cause to be provided, to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating Agencies Notes (i) as soon as possible and in no any event more than 120 days within the time period allowed by the Commission to file such financials after the end of each fiscal year of the AdministratorAdministrator (or its parent company), audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in no any event more than 30 days within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or its parent company) as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each With respect to each calendar year for which the Issuer is not required under the Exchange Act to file a report on Form 10-K, each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052006) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 3.01 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 3.01 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a5.01(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that With respect to each calendar year for which the Administrator Issuer is not an Affiliate of required under the DepositorExchange Act on Form 10-K, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, Administrator audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 45 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052010) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating AgenciesAgencies then rating the Notes and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating AgenciesAgencies then rating the Notes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating AgenciesAgencies then rating the Notes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide make available, or cause to be provided, to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies then rating the Notes (i) as soon as possible and in no any event more than 120 days within the time period allowed by the Commission to file such financials after the end of each fiscal year of the AdministratorAdministrator (or its parent company), audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in no any event more than 30 days within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or its parent company) as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Master Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after not later than the end earlier of April 30 or, if the Trust is subject to the periodic reporting requirements of the Securities and Exchange Act of 1934, as amended, the date that the Trust is required to file its Form 10-K for its most recently ended fiscal year of the Servicer and the Administratoryear, an Officer’s Certificate of the Master Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Master Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052006) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Master Servicer, the Master Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties; provided, that, so long as any of the Class A Notes are listed on the Irish Stock Exchange and the rules of such exchange so require, such Officers’ Certificates and reports will be available in electronic format at the office of the Irish Paying Agent. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Master Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Master Servicer of any event which with the giving of notice or lapse of time, or both, would become a Master Servicer Default under Section 5.1 of the Master Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each With respect to each calendar year for which the Issuer is not required under the Exchange Act to file a report on Form 10-K, each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052007) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 3.01 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 3.01 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee Trustee, at the sole cost and expense of the Trustee, a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above5.01 below. (d) At any time that With respect to each calendar year for which the Administrator Issuer is not an Affiliate of required under the DepositorExchange Act on Form 10-K, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, Administrator audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 45 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052004) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible possible, and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each With respect to each calendar year for which the Issuer is not required under the Exchange Act to file a report on Form 10-K, each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052006) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052015) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to each Rating Agency then rating the Rating AgenciesNotes and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide make available, or cause to be provided, to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating Agencies Notes (i) as soon as possible and in no any event more than 120 days within the time period allowed by the Commission to file such financials after the end of each fiscal year of the AdministratorAdministrator (or its parent company), audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in no any event more than 30 days within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or its parent company) as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee Administrator on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052004) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee Administrator shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholderholder of the Trust Certificate, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Owner Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Owner Trustee, the Indenture Trustee Administrator will promptly furnish the Eligible Lender Owner Trustee a list of Noteholders as of the date specified by the Eligible Lender Owner Trustee. (b) The Servicer shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052007) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone Administration Agreement request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 2005) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee on Administrator, by March 20th of each calendar year commencing in 20__ (or before 90 days after if not a Business Day, the end of the fiscal year of the Servicer and the Administratorimmediately preceding Business Day), an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 31st of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 200520__) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholderholder of the Trust Certificate, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Owner Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Owner Trustee, the Indenture Trustee will Administrator shall promptly furnish the Eligible Lender Owner Trustee a list of Noteholders as of the date specified by the Eligible Lender Owner Trustee. (b) The Servicer shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above5.1 below. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052009) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating AgenciesAgencies and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052003) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 3.01 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 3.01 may be obtained by the Excess Distribution any Certificateholder, any Certificate Owner, Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a5.01(a) or (b) below or would cause the Administrator Student Loan Marketing Association to fail to meet the requirement of clause (ai) of Section 2.4 above2.04. (d) At any time that the Administrator is not an Affiliate of the Depositor, the The Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, Administrator audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 45 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052006) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of Administration Agreement each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052007) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above.. Administration Agreement (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee Administrator on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 200520__) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee Administrator shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholderholder of the Trust Certificate, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Owner Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Owner Trustee, the Indenture Trustee Administrator will promptly furnish the Eligible Lender Owner Trustee a list of Noteholders as of the date specified by the Eligible Lender Owner Trustee. (b) The Servicer shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) A. Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20051996) and of its performance under this Agreement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution any Certificateholder, any Certificate Owner, Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) B. The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) C. The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.promptly

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052006) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052006) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administration Agreement Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052006) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.. Administration Agreement

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052010) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to each Rating Agency then rating the Rating AgenciesNotes and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide make available, or cause to be provided, to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating Agencies Notes (i) as soon as possible and in no any event more than 120 days within the time period allowed by the Commission to file such financials after the end of each fiscal year of the AdministratorAdministrator (or its parent company), audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in no any event more than 30 days within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or its parent company) as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31February 28, 20052014) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to each Rating Agency then rating the Rating AgenciesNotes and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide make available, or cause to be provided, to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating Agencies Notes (i) as soon as possible and in no any event more than 120 days within the time period allowed by the Commission to file such financials after the end of each fiscal year of the AdministratorAdministrator (or its parent company), audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in no any event more than 30 days within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or its parent company) as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052003) and of its performance under this Agreement Supplement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement Supplement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator Xxxxxx Mae to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the The Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, Administrator audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 45 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052007) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of Administration Agreement each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee and the Indenture Trustee on Administrator, by March 20th of each calendar year commencing in 2011 (or before 90 days after if not a Business Day, the end of the fiscal year of the Servicer and the Administratorimmediately preceding Business Day), an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 31st of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052010) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholderholder of the Trust Certificate, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Owner Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Owner Trustee, the Indenture Trustee will Administrator shall promptly furnish the Eligible Lender Owner Trustee a list of Noteholders as of the date specified by the Eligible Lender Owner Trustee. (b) The Servicer shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above5.1 below. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Owner Trustee, the Indenture Trustee Trustee, the Indenture Administrator and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052008) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material Administration Agreement 21 respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating AgenciesAgencies and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052009) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating AgenciesAgencies then rating the Notes and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating AgenciesAgencies then rating the Notes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement.. Administration Agreement (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating AgenciesAgencies then rating the Notes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies then rating the Notes (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Owner Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 200520[__]) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to each Rating Agency then rating the Rating AgenciesNotes and, upon request, to any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder [and the RC Certificateholder, any Noteholder or any Note Owner ] by a request in writing to the Eligible Lender Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Owner Trustee that such Person is one of the foregoing parties. Upon Excess Distribution Certificateholder [or the telephone request of the Eligible Lender TrusteeRC Certificateholder, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trusteeapplicable]. (b) The Servicer shall deliver to the Eligible Lender TrusteeIssuer, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender TrusteeIssuer, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide make available, or cause to be provided, to the Eligible Lender TrusteeIssuer, the Indenture Trustee and each Rating Agency then rating the Rating Agencies Notes (i) as soon as possible and in no any event more than 120 days within the time period allowed by the Commission to file such financials after the end of each fiscal year of the AdministratorAdministrator (or its parent company), audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in no any event more than 30 days within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or its parent company) as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Owner Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 200520__) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholderholder of the Trust Certificate, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Owner Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Owner Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Owner Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Owner Trustee a list of Noteholders as of the date specified by the Eligible Lender Owner Trustee. (b) The Servicer shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Owner Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s Officers’ Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31June 30, 20052014) and of its performance under this Agreement has been made under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ Certificate and each report referred to in Section 3.1 to each Rating Agency then rating the Rating AgenciesNotes and, upon request, any Noteholder or Note Owner. A copy of each such Officers’ Certificate and each report referred to in Section 3.1 may be obtained by the Excess Distribution Certificateholder, any Noteholder or any Note Owner Certificateholder by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender TrusteeExcess Distribution Certificateholder. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating AgenciesNotes, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 abovebelow. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide make available, or cause to be provided, to the Eligible Lender Trustee, the Indenture Trustee and each Rating Agency then rating the Rating Agencies Notes (i) as soon as possible and in no any event more than 120 days within the time period allowed by the Commission to file such financials after the end of each fiscal year of the AdministratorAdministrator (or its parent company), audited financials of the Administrator (or its parent company) as at the end of and for such year and (ii) as soon as possible and in no any event more than 30 days within the time period allowed by the Commission to file such financials after the end of each quarterly accounting period of the Administrator (or its parent company) unaudited financials of the Administrator (or its parent company) as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, during the period from the Closing Date to December 31, 20052004) and of its performance under this Agreement Supplement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement Supplement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, audited financials as at the end of and for such year and (ii) as soon as possible possible, and in no event more than 30 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.

Annual Statement as to Compliance; Notice of Default; Financial Statements. (a) Each of the Servicer and the Administrator shall deliver to the Eligible Lender Trustee and the Indenture Trustee on or before 90 120 days after the end of the fiscal year of the Servicer and the Administrator, an Officer’s 's Certificate of the Servicer or the Administrator, as the case may be, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer or the Administrator, as the case may be, during the preceding 12-month period (or, in the case of the first such certificate, , 06.1 Administration Agreement during the period from the Closing Date to December 31, 20052003) and of its performance under this Agreement Supplement has been made under such officers’ ' supervision and (ii) to the best of such officers’ ' knowledge, based on such review, the Servicer or the Administrator, as the case may be, has fulfilled its obligations in all material respects under this Agreement Supplement and, with respect to the Servicer, the Servicing Agreement throughout such year or, if there has been a material default in the fulfillment of any such obligation, specifying each such material default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 to the Rating Agencies. A copy of each such Officers’ ' Certificate and each report referred to in Section 3.1 may be obtained by the any Excess Distribution Certificateholder, any Noteholder or any Note Owner by a request in writing to the Eligible Lender Trustee addressed to its Corporate Trust Office, together with evidence satisfactory to the Eligible Lender Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Eligible Lender Trustee, the Indenture Trustee will promptly furnish the Eligible Lender Trustee a list of Noteholders as of the date specified by the Eligible Lender Trustee. (b) The Servicer shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Servicer of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.1 5.01 of the Servicing Agreement. (c) The Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers’ ' Certificate of the Administrator of any event which with the giving of notice or lapse of time, or both, would become an Administrator Default under Sections 5.1(a) or (b) below or would cause the Administrator Xxxxxx Mae to fail to meet the requirement of clause (a) of Section 2.4 above. (d) At any time that the Administrator is not an Affiliate of the Depositor, the The Administrator shall provide to the Eligible Lender Trustee, the Indenture Trustee and the Rating Agencies (i) as soon as possible and in no event more than 120 days after the end of each fiscal year of the Administrator, Administrator audited financials as at the end of and for such year and (ii) as soon as possible and in no event more than 30 45 days after the end of each quarterly accounting period of the Administrator unaudited financials as at the end of and for such period.