Common use of Annual Statement as to Compliance; Notice of Event of Servicing Termination Clause in Contracts

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the Servicer shall deliver to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate stating, as to the officer signing such Officer’s Certificate, that: (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year (or, in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006) and of its performance under this Agreement has been made under such officer’s supervision; and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (or, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, an Officer’s Certificate specifying any event which constitutes or, with the giving of notice or lapse of time or both, would become an Event of Servicing Termination.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the The Servicer shall deliver to the DepositorOwner Trustee, the Owner Trustee and the Indenture Trustee and each Rating Agency on or before March 31 of each year beginning March 31, 2003, an Officer’s Certificate stating's Certificate, as with respect to the officer signing preceding 12-month period (or such Officer’s Certificateshorter period in the case of the first such certificate), that: stating that (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year 12-month period (or, or such shorter period in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006first such certificate) and of its performance under this Agreement has been made under such officer’s supervision; and 's supervision and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (orperiod, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate Officer's Certificate and the report referred to in Section 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying of any event which constitutes or, with the giving of notice or lapse of time time, or both, would become an Event of Servicing TerminationTermination under Section 7. 1. The Seller shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Servicing Termination under clause (a)(ii) of Section 7.1.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the The Servicer shall deliver to the DepositorOwner Trustee, the Owner Trustee and the Indenture Trustee and each Rating Agency on or before March 31 of each year beginning March 31, 2002, an Officer’s Certificate stating's Certificate, as with respect to the officer signing preceding 12-month period (or such Officer’s Certificateshorter period in the case of the first such certificate), that: stating that (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year 12-month period (or, or such shorter period in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006first such certificate) and of its performance under this Agreement has been made under such officer’s supervision; and 's supervision and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (orperiod, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate Officer's Certificate and the report referred to in Section 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying of any event which constitutes or, with the giving of notice or lapse of time time, or both, would become an Event of Servicing TerminationTermination under Section 7. 1. The Seller shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Servicing Termination under clause (a)(ii) of Section 7.1.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the The Master Servicer shall deliver to the DepositorIssuer on or before March 15 of each year beginning March 15, the Owner Trustee and the Indenture Trustee 2009, an Officer’s Certificate stating, as to the officer signing such Officer’s Certificate, that: stating that (i) a review of the activities of the Master Servicer during the preceding Trust Fiscal Year 12-month period (or, or such shorter period in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006first such certificate) and of its performance under this Agreement has been made under such officer’s supervision; and supervision and (ii) to the best of such officer’s knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (orperiod, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of failure to fulfill any such obligationobligation in any material respect, specifying each such default failure known to such officer and the nature and status thereof. Notwithstanding the foregoing, The Receivables Servicer shall deliver to the extent Issuer on or before March 15 of each year beginning March 15, 2009, an Officer’s Certificate stating that (i) a review of the Commission adopts a rule requiring activities of the delivery by Receivables Servicer during the Servicer preceding 12-month period (or such shorter period in the case of an annual report the first such certificate) and of its performance under the Receivables Servicing Agreement has been made under such officer’s supervision and (ii) to the best of such officer’s knowledge, based on an assessment of servicing compliance on the basis of detailed servicing criteriasuch review, the delivery of Receivables Servicer has fulfilled all its obligations under the Receivables Servicing Agreement throughout such period, or, if there has been a copy of failure to fulfill any such report obligation in any material respect, specifying each such failure known to the Depositor, the Owner Trustee such officer and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Sectionnature and status thereof. (b) The Master Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained actual knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate specifying of any event which constitutes or, with the giving of notice or lapse of time time, or both, would become an Event of Servicing TerminationTermination under Section 7.1 or a default under the Receivables Servicing Agreement. (c) The Master Servicer will each deliver to the Depositor, on or before March 15 of each year, beginning March 15, 2009, a report regarding the Master Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, in accordance with paragraph (b) of Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of the Master Servicer and shall at a minimum address each of the Servicing Criteria specified on Appendix D hereto. To the extent any of the Servicing Criteria are not applicable to the Master Servicer, with respect to asset-backed securities transactions taken as a whole involving the Master Servicer and that are backed by the same asset type as the Receivables, such report shall include such a statement to that effect. The Depositor and its officers and directors shall be entitled to rely upon each such servicing assessment. In the event that the Trust is not required to file an annual report on Form 10-K for the applicable year, such report may be delivered on or before the following April 1.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the The Servicer shall deliver to the DepositorOwner Trustee, the Owner Trustee and the Indenture Trustee and each Rating Agency on or before March 31 of each year beginning March 31, 2005, an Officer’s Certificate stating's Certificate, as with respect to the officer signing preceding 12-month period (or such Officer’s Certificateshorter period in the case of the first such certificate), that: stating that (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year 12-month period (or, or such shorter period in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006first such certificate) and of its performance under this Agreement has been made under such officer’s supervision; and 's supervision and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (orperiod, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate Officer's Certificate and the report referred to in Section 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying of any event which constitutes or, with the giving of notice or lapse of time time, or both, would become an Event of Servicing TerminationTermination under Section 7. 1. The Seller shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Servicing Termination under clause (a)(ii) of Section 7.1.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the The Servicer shall deliver to the DepositorOwner Trustee, the Owner Trustee and the Indenture Trustee and each Rating Agency on or before March 31 of each year beginning March 31, 2004, an Officer’s Certificate stating's Certificate, as with respect to the officer signing preceding 12-month period (or such Officer’s Certificateshorter period in the case of the first such certificate), that: stating that (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year 12-month period (or, or such shorter period in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006first such certificate) and of its performance under this Agreement has been made under such officer’s supervision; and 's supervision and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (orperiod, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate Officer's Certificate and the report referred to in Section 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying of any event which constitutes or, with the giving of notice or lapse of time time, or both, would become an Event of Servicing TerminationTermination under Section 7. 1. The Seller shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Servicing Termination under clause (a)(ii) of Section 7.1.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the The Master Servicer shall deliver to the DepositorIssuer on or before March 15 of each year beginning March 15, the Owner Trustee and the Indenture Trustee 200[_], an Officer’s 's Certificate stating, as to the officer signing such Officer’s Certificate, that: stating that (i) a review of the activities of the Master Servicer during the preceding Trust Fiscal Year 12-month period (or, or such shorter period in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006first such certificate) and of its performance under this Agreement has been made under such officer’s supervision; and 's supervision and (ii) to the best of such officer’s 's knowledge, based on such review, the Master Servicer or such has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (orperiod, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of failure to fulfill any such obligationobligation in any material respect, specifying each such default failure known to such officer and the nature and status thereof. Notwithstanding the foregoing, The Receivables Servicer shall deliver to the extent Issuer on or before March 15 of each year beginning March 15, 200[_], an Officer's Certificate stating that (i) a review of the Commission adopts a rule requiring activities of the delivery by Receivables Servicer during the Servicer preceding 12-month period (or such shorter period in the case of an annual report the first such certificate) and of its performance under the Receivables Servicing Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on an assessment of servicing compliance on the basis of detailed servicing criteriasuch review, the delivery of Receivables Servicer has fulfilled all its obligations under the Receivables Servicing Agreement throughout such period, or, if there has been a copy of failure to fulfill any such report obligation in any material respect, specifying each such failure known to the Depositor, the Owner Trustee such officer and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Sectionnature and status thereof. (b) The Master Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained actual knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying of any event which constitutes or, with the giving of notice or lapse of time time, or both, would become an Event of Servicing TerminationTermination under Section 7.1 or a default under any Receivables Servicing Agreement. (c) The Master Servicer and each Receivables Servicer will deliver to the Issuer, on or before March 15 of each year, beginning 200[_], a report regarding such servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the The Servicer shall deliver to the DepositorOwner Trustee, the Owner Trustee and the Indenture Trustee and each Rating Agency on or before March 31 of each year beginning March 31, ____, an Officer’s Certificate stating's Certificate, as with respect to the officer signing preceding 12-month period (or such Officer’s Certificateshorter period in the case of the first such certificate), that: stating that (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year 12-month period (or, or such shorter period in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006first such certificate) and of its performance under this Agreement has been made under such officer’s supervision; and 's supervision and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (orperiod, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate Officer's Certificate and the report referred to in Section 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying of any event which constitutes or, with the giving of notice or lapse of time time, or both, would become an Event of Servicing TerminationTermination under Section 7. 1. The Seller shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Servicing Termination under clause (a)(ii) of Section 7.1.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the The Servicer shall deliver to the DepositorOwner Trustee, the Owner Trustee and the Indenture Trustee and each Rating Agency on or before March 31 of each year beginning March 31, 2005, an Officer’s Certificate stating's Certificate, as with respect to the officer signing preceding 12-month period (or such Officer’s Certificateshorter period in the case of the first such certificate), that: stating that (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year 12-month period (or, or such shorter period in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006first such certificate) and of its performance under this Agreement has been made under such officer’s supervision; and 's supervision and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (orperiod, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate Officer's Certificate and the report referred to in Section 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoingforegoing in this Section 3.10(a), the delivery Servicer, in its sole discretion, may deliver, in addition to or in lieu of a copy of the Officer's Certificate referred to above in this Section 3.10(a), the report on compliance with servicing criteria that would be required to be filed in respect of the assessment of servicing compliance complying with the requirements of Regulation AB Trust under the Securities Exchange Act if periodic reports under Section 15(d) of 1933the Exchange Act, as amendedor any successor provision thereto, shall were required to be deemed to satisfy filed in respect of the provisions of this SectionTrust. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying of any event which constitutes or, with the giving of notice or lapse of time time, or both, would become an Event of Servicing TerminationTermination under Section 7. 1. The Seller shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Servicing Termination under clause (a)(ii) of Section 7.1.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the The Servicer shall deliver to the DepositorOwner Trustee, the Owner Trustee and the Indenture Trustee and each Rating Agency on or before March 31 of each year beginning March 31, 200__, an Officer’s Certificate stating's Certificate, as with respect to the officer signing preceding 12-month period (or such Officer’s Certificateshorter period in the case of the first such certificate), that: stating that (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year 12-month period (or, or such shorter period in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006first such certificate) and of its performance under this Agreement has been made under such officer’s supervision; and 's supervision and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (orperiod, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate Officer's Certificate and the report referred to in Section 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoingforegoing in this Section 3.10(a), the delivery Servicer, in its sole discretion, may deliver, in addition to or in lieu of a copy of the Officer's Certificate referred to above in this Section 3.10(a), the report on compliance with servicing criteria that would be required to be filed in respect of the assessment of servicing compliance complying with the requirements of Regulation AB Trust under the Securities Exchange Act if periodic reports under Section 15(d) of 1933the Exchange Act, as amendedor any successor provision thereto, shall were required to be deemed to satisfy filed in respect of the provisions of this SectionTrust. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying of any event which constitutes or, with the giving of notice or lapse of time time, or both, would become an Event of Servicing TerminationTermination under Section 7. 1. The Seller shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Servicing Termination under clause (a)(ii) of Section 7.1.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the The Servicer shall deliver to the DepositorOwner Trustee, the Owner Trustee and the Indenture Trustee and each Rating Agency on or before April 30 of each year beginning April 30, 2002, an Officer’s Certificate stating, as to the officer signing such Officer’s 's Certificate, that: dated as of December 31 of the preceding calendar year, stating that (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year 12-month (or, in the case of the Officer’s Certificate to be delivered in the year 2006, during the or shorter) period beginning on the Closing Date and ending on February 28, 2006) and of its performance under this Agreement has been made under such officer’s supervision; and 's supervision and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (oryear, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing; provided, to the extent that the Commission adopts a rule requiring Officer's Certificate to be delivered on or before April 30, 2002 shall be, dated as of the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsectionClosing Date. A copy of such certificate Officer's Certificate and the report referred to in Section 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying of any event which constitutes or, with the giving of notice or lapse of time time, or both, would become an Event of Servicing TerminationTermination under Section 8. 1. The Seller shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Servicing Termination under clause (a)(ii) of Section 8.1.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 20062005), the Servicer shall deliver to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate stating, as to the officer signing such Officer’s Certificate, that: (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year (or, in the case of the Officer’s Certificate to be delivered in the year 20062005, during the period beginning on the Closing Date and ending on February 28, 20062005) and of its performance under this Agreement has been made under such officer’s supervision; and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (or, in the case of the Officer’s Certificate to be delivered in the year 20062005, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, an Officer’s Certificate specifying any event which constitutes or, with the giving of notice or lapse of time or both, would become an Event of Servicing Termination.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the The Servicer shall deliver to the DepositorOwner Trustee, the Owner Trustee and the Indenture Trustee and each Rating Agency on or before April 30 of each year beginning April 30, 200[ ], an Officer’s Certificate stating's Certificate, as with respect to the officer signing preceding 12-month period (or such Officer’s Certificateshorter period in the case of the first such certificate), that: stating that (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year 12-month period (or, or such shorter period in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006first such certificate) and of its performance under this Agreement has been made under such officer’s supervision; and 's supervision and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (orperiod, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate Officer's Certificate and the report referred to in Section 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying of any event which constitutes or, with the giving of notice or lapse of time time, or both, would become an Event of Servicing TerminationTermination under Section 7. 1. [The Seller shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Servicing Termination under clause (a)(ii) of Section 7.1.]

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 200620[__]), the Servicer shall deliver to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate stating, as to the officer signing such Officer’s 's Certificate, that: (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year (or, in the case of the Officer’s 's Certificate to be delivered in the year 2006[____], during the period beginning on the Closing Date and ending on February 28, 200620[__]) and of its performance under this Agreement has been made under such officer’s 's supervision; and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (or, in the case of the Officer’s 's Certificate to be delivered in the year 200620[__], such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, an Officer’s 's Certificate specifying any event which constitutes or, with the giving of notice or lapse of time or both, would become an Event of Servicing Termination.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On The Servicer will deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency on or before May 31 _______ of each year (commencing with the year 2006)beginning _____________, the Servicer shall deliver to the Depositor200_, the Owner Trustee and the Indenture Trustee an Officer’s Certificate stating, as to the officer signing such Officer’s 's Certificate, that: dated as of _________ of the preceding calendar year, stating that (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year 12-month (or, in the case of the Officer’s Certificate to be delivered in the year 2006, during the or shorter) period beginning on the Closing Date and ending on February 28, 2006) and of its performance under this Agreement has been made under such officer’s supervision; and 's supervision and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations obliga tions under this Agreement throughout such Trust Fiscal Year (oryear, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate the report referred to in Section 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall will deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying of any event which constitutes or, with the giving of notice or lapse of time time, or both, would become an Event of Servicing TerminationTermination under Section 8. 1. The Seller will deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Servicing Termination under clause (a)(ii) of Section 8.1.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 200620[__]), the Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer an Officer’s 's Certificate stating, as to the officer signing such Officer’s 's Certificate, that: (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year (or, in the case of the Officer’s 's Certificate to be delivered in the year 2006[____], during the period beginning on the Closing Date and ending on February 28, 200620[__]) and of its performance under this Agreement has been made under such officer’s 's supervision; and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (or, in the case of the Officer’s 's Certificate to be delivered in the year 200620[__], such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee Trustee, the Insurer and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, an Officer’s 's Certificate specifying any event which constitutes or, with the giving of notice or lapse of time or both, would become an Event of Servicing Termination.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the The Servicer shall deliver to the DepositorOwner Trustee, the Owner Trustee and the Indenture Trustee and each Rating Agency on or before March 31 of each year beginning March 31, 200__, an Officer’s Certificate stating's Certificate, as with respect to the officer signing preceding 12-month period (or such Officer’s Certificateshorter period in the case of the first such certificate), that: stating that (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year 12-month period (or, or such shorter period in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006first such certificate) and of its performance under this Agreement has been made under such officer’s supervision; and 's supervision and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (orperiod, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate Officer's Certificate and the report referred to in Section 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying of any event which constitutes or, with the giving of notice or lapse of time time, or both, would become an Event of Servicing TerminationTermination under Section 7. 1. The Seller shall deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Servicing Termination under clause (a)(ii) of Section 7.1.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the The Servicer shall deliver to the DepositorOwner Trustee, the Owner Trustee and the Indenture Trustee and each Rating Agency on or before March 31 of each year beginning March 31, 2005, an Officer’s Certificate stating's Certificate, as with respect to the officer signing preceding 12-month period (or such Officer’s Certificateshorter period in the case of the first such certificate), that: stating that (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year 12-month period (or, or such shorter period in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006first such certificate) and of its performance under this Agreement has been made under such officer’s supervision; and 's supervision and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (orperiod, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate Officer's Certificate and the report referred to in Section 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoingforegoing in this Section 3.10(a), the delivery Servicer, in its sole discretion, may deliver, in lieu of a copy of the Officer's Certificate referred to above in this Section 3.10(a), the report on compliance with servicing criteria that would be required to be filed in respect of the assessment of servicing compliance complying with the requirements of Regulation AB Trust under the Securities Exchange Act if periodic reports under Section 15(d) of 1933the Exchange Act, as amendedor any successor provision thereto, shall were required to be deemed to satisfy filed in respect of the provisions of this SectionTrust. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, an Officer’s Certificate specifying any event which constitutes or, with the giving of notice or lapse of time or both, would become an Event of Servicing Termination.than

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the Servicer shall deliver to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate stating, as to the officer signing such Officer’s Certificate, that: (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year (or, in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006) and of its performance under this Agreement has been made under such officer’s supervision; and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (or, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, an Officer’s Certificate specifying any event which constitutes or, with the giving of notice or lapse of time or both, would become an Event of Servicing Termination.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 20062003), the Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the Indenture Trustee Insurer an Officer’s 's Certificate stating, as to the officer signing such Officer’s 's Certificate, that: (i) a review of the activities of the Servicer during the preceding Trust Fiscal Year (or, in the case of the Officer’s 's Certificate to be delivered in the year 20062003, during the period beginning on the Closing Date and ending on February 28, 20062003) and of its performance under this Agreement has been made under such officer’s 's supervision; and (ii) to the best of such officer’s 's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (or, in the case of the Officer’s 's Certificate to be delivered in the year 20062003, such period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria, the delivery of a copy of such report to the Depositor, the Owner Trustee and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Section. (b) The Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee Trustee, the Insurer and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, an Officer’s 's Certificate specifying any event which constitutes or, with the giving of notice or lapse of time or both, would become an Event of Servicing Termination.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) On or before May 31 of each year (commencing with the year 2006), the The Master Servicer shall deliver to the DepositorIssuer on or before March 15 of each year beginning March 15, the Owner Trustee and the Indenture Trustee 2008, an Officer’s 's Certificate stating, as to the officer signing such Officer’s Certificate, that: stating that (i) a review of the activities of the Master Servicer during the preceding Trust Fiscal Year 12-month period (or, or such shorter period in the case of the Officer’s Certificate to be delivered in the year 2006, during the period beginning on the Closing Date and ending on February 28, 2006first such certificate) and of its performance under this Agreement has been made under such officer’s supervision; and 's supervision and (ii) to the best of such officer’s 's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement throughout such Trust Fiscal Year (orperiod, in the case of the Officer’s Certificate to be delivered in the year 2006, such period) or, if there has been a default in the fulfillment of failure to fulfill any such obligationobligation in any material respect, specifying each such default failure known to such officer and the nature and status thereof. Notwithstanding the foregoing, The Receivables Servicer shall deliver to the extent Issuer on or before March 15 of each year beginning March 15, 2008, an Officer's Certificate stating that (i) a review of the Commission adopts a rule requiring activities of the delivery by Receivables Servicer during the Servicer preceding 12-month period (or such shorter period in the case of an annual report the first such certificate) and of its performance under the Receivables Servicing Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on an assessment of servicing compliance on the basis of detailed servicing criteriasuch review, the delivery of Receivables Servicer has fulfilled all its obligations under the Receivables Servicing Agreement throughout such period, or, if there has been a copy of failure to fulfill any such report obligation in any material respect, specifying each such failure known to the Depositor, the Owner Trustee such officer and the Indenture Trustee shall be deemed to satisfy the provisions of this subsection. A copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the written request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing, the delivery of a copy of the report on the assessment of servicing compliance complying with the requirements of Regulation AB under the Securities Act of 1933, as amended, shall be deemed to satisfy the provisions of this Sectionnature and status thereof. (b) The Master Servicer shall deliver to the Depositor, the Owner Trustee, the Indenture Trustee and the each Rating Agencies, Agency promptly after having obtained actual knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying of any event which constitutes or, with the giving of notice or lapse of time time, or both, would become an Event of Servicing TerminationTermination under Section 7.1 or a default under the Receivables Servicing Agreement. (c) The Master Servicer will each deliver to the Depositor, on or before March 15 of each year, beginning March 15, 2008, a report regarding the Master Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, in accordance with paragraph (b) of Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of the Master Servicer and shall at a minimum address each of the Servicing Criteria specified on Appendix D hereto. To the extent any of the Servicing Criteria are not applicable to the Master Servicer, with respect to asset-backed securities transactions taken as a whole involving the Master Servicer and that are backed by the same asset type as the Receivables, such report shall include such a statement to that effect. The Depositor and its officers and directors shall be entitled to rely on upon each such servicing assessment. In the event that the Trust is not required to file an annual report on Form 10-K for the applicable year, such report may be delivered on or before the following April 1.