Common use of Annual Statement as to Compliance, Notice of Servicer Termination Event Clause in Contracts

Annual Statement as to Compliance, Notice of Servicer Termination Event. (a) The Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and the Rating Agencies, on or before February 28 of each year, beginning on February 28, 200__, an officer’s certificate signed by any Responsible Officer of the Servicer, dated as of December 31 (or other applicable date) of such year, stating (i) its responsibility for assessing compliance with the servicing criteria applicable to it as set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122(d)), (ii) that it used the criteria set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122(d)) to assess compliance with the applicable servicing criteria, (iii) its assessment of compliance with the applicable servicing criteria as of and for the immediately preceding fiscal year, including a disclosure of any material instance of noncompliance identified by the Servicer, (iv) that a registered public accounting firm has issued an attestation report on its assessment of compliance with the applicable servicing criteria as of and for the immediately preceding fiscal year; (v) pursuant to Item 1123 of Regulation AB (17 CFR 229.1123), that a review of the activities of the Servicer during the preceding 12-month period (or such other period as shall have elapsed from the Closing Date to the date of the first such certificate) and of its performance under this Agreement has been made under such officer’s supervision, and (vi) pursuant to Item 1123 of Regulation AB (17 CFR 229.1123), to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such period, or, if there has been a default in the fulfillment of any such obligation in any material respect, specifying each such default known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer, the Collateral Agent and each Rating Agency, promptly after having obtained knowledge thereof, but in no event later than two (2) 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 a Servicer Termination Event under Section 9.1. The Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer, the Collateral Agent, the Seller and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than two (2) 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 a Servicer Termination Event under any other clause of Section 9.1.

Annual Statement as to Compliance, Notice of Servicer Termination Event. (a) The On or before 60 days after the end of each fiscal year, commencing with the fiscal year ended December 31, 2007, the Servicer shall shall: (i) deliver to the TrusteeDepositor, acting on behalf of the Owner TrusteeTrust, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and the Rating AgenciesInsurer, on or before February 28 a report (in the form of each year, beginning on February 28, 200__, an officer’s certificate signed by any Responsible Officer of Exhibit F) regarding the Servicer, dated as of December 31 (or other applicable date) of such year, stating (i) its responsibility for assessing compliance with the servicing criteria applicable to it as set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122(d)), (ii) that it used the criteria set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122(d)) to assess compliance with the applicable servicing criteria, (iii) its ’s assessment of compliance with the applicable servicing criteria as of and for Servicing Criteria during the immediately preceding fiscal calendar year, including a disclosure as required under Rules 13a-18 and 15d-18 of any material instance the Exchange Act and Item 1122 of noncompliance identified Regulation AB. Such report shall be addressed to the Trust and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable to it specified on a certification substantially in the form of Exhibit G hereto; (ivii) that deliver to the Depositor, acting on behalf of the Trust, and the Insurer, a report of a registered public accounting firm has issued an attestation report on its that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor determined by UACC to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Depositor, acting on behalf of the Trust and the Insurer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) until and unless a Form 15 suspension notification has been filed with respect to the Trust and if requested by the Depositor, acting on behalf of the Trust, deliver to the Depositor, acting on behalf of the Trust, and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit F. (b) The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the applicable servicing criteria Commission. However, in no event shall any certificate provided in the form attached hereto as Exhibit F and supplied under clause (a)(iv) be filed with the SEC. The Depositor, acting on behalf of and for the immediately preceding fiscal year; Trust, will not request delivery of a certification under clause (va)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuer whose asset pool includes the Receivables. (c) Each assessment of compliance provided by a Subservicer pursuant to Item 1123 of Regulation AB (17 CFR 229.1123), that a review Section 4.10(a)(iii) shall address each of the activities Servicing Criteria applicable to it specified on a certification to be delivered to the Servicer and the Depositor, acting on behalf of the Servicer during the preceding 12-month period (Trust, on or such other period as shall have elapsed from the Closing Date prior to the date of the first such certificate) and appointment. An assessment of its performance under this Agreement has been made under such officer’s supervision, and (vi) compliance provided by a Subcontractor pursuant to Item 1123 Section 4.10(a)(iii) need not address any elements of Regulation AB (17 CFR 229.1123)the Servicing Criteria other than those specified by the Servicer and the Depositor, to acting on behalf of the best Trust, on the date of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such period, or, if there has been a default in the fulfillment of any such obligation in any material respect, specifying each such default known to such officer and the nature and status thereofappointment. (bd) The Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer, the Collateral Agent Agent, the Seller and each Rating Agency, promptly after having obtained knowledge thereof, but in no event later than two (2) 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 a Servicer Termination Event under Section 9.1. The Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer, the Collateral Agent, the Seller and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than two (2) 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 a Servicer Termination Event under any other clause of Section 9.1.

Annual Statement as to Compliance, Notice of Servicer Termination Event. (a) The On or before 60 days after the end of each fiscal year, commencing with the fiscal year ended December 31, 2006 until and unless a Form 15 suspension notification has been filed with respect to the Trust, the Servicer shall shall: (i) deliver to the TrusteeDepositor, acting on behalf of the Owner TrusteeTrust, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and the Rating AgenciesInsurer, on or before February 28 a report (in the form of each year, beginning on February 28, 200__, an officer’s certificate signed by any Responsible Officer of Exhibit F) regarding the Servicer, dated as of December 31 (or other applicable date) of such year, stating (i) its responsibility for assessing compliance with the servicing criteria applicable to it as set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122(d)), (ii) that it used the criteria set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122(d)) to assess compliance with the applicable servicing criteria, (iii) its ’s assessment of compliance with the applicable servicing criteria as of and for Servicing Criteria during the immediately preceding fiscal calendar year, including a disclosure as required under Rules 13a-18 and 15d-18 of any material instance the Exchange Act and Item 1122 of noncompliance identified Regulation AB. Such report shall be addressed to the Trust and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable to it specified on a certification substantially in the form of Exhibit G hereto; (ivii) that deliver to the Depositor, acting on behalf of the Trust, and the Insurer, a report of a registered public accounting firm has issued an attestation report on its that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor determined by UACC to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Depositor, acting on behalf of the Trust, and the Insurer, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Depositor, acting on behalf of the Trust, deliver to the Depositor, acting on behalf of the Trust, and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit F. (b) The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the applicable servicing criteria Commission. However, in no event shall any certificate provided in the form attached hereto as Exhibit F and supplied under clause (a)(iv) be filed with the SEC. The Depositor, acting on behalf of and for the immediately preceding fiscal year; Trust, will not request delivery of a certification under clause (va)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuer whose asset pool includes the Receivables. (c) Each assessment of compliance provided by a Subservicer pursuant to Item 1123 of Regulation AB (17 CFR 229.1123), that a review Section 4.10(a)(iii) shall address each of the activities Servicing Criteria applicable to it specified on a certification to be delivered to the Servicer and the Depositor, acting on behalf of the Servicer during the preceding 12-month period (Trust, on or such other period as shall have elapsed from the Closing Date prior to the date of the first such certificate) and appointment. An assessment of its performance under this Agreement has been made under such officer’s supervision, and (vi) compliance provided by a Subcontractor pursuant to Item 1123 Section 4.10(a)(iii) need not address any elements of Regulation AB (17 CFR 229.1123)the Servicing Criteria other than those specified by the Servicer and the Depositor, to acting on behalf of the best Trust, on the date of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such period, or, if there has been a default in the fulfillment of any such obligation in any material respect, specifying each such default known to such officer and the nature and status thereofappointment. (bd) The Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer, the Collateral Agent Agent, the Seller and each Rating Agency, promptly after having obtained knowledge thereof, but in no event later than two (2) 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 a Servicer Termination Event under Section 9.1. The Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer, the Collateral Agent, the Seller and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than two (2) 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 a Servicer Termination Event under any other clause of Section 9.1.

Annual Statement as to Compliance, Notice of Servicer Termination Event. (a) The On or before 60 days after the end of each fiscal year, commencing with the fiscal year ended December 31, 2006 until and unless a Form 15 suspension notification has been filed with respect to the Trust, the Servicer shall shall: (i) deliver to the TrusteeDepositor, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer and the Rating Agencies, acting on or before February 28 of each year, beginning on February 28, 200__, an officer’s certificate signed by any Responsible Officer behalf of the Trust, a report (in the form of Exhibit F) regarding the Servicer, dated as of December 31 (or other applicable date) of such year, stating (i) its responsibility for assessing compliance with the servicing criteria applicable to it as set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122(d)), (ii) that it used the criteria set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122(d)) to assess compliance with the applicable servicing criteria, (iii) its ’s assessment of compliance with the applicable servicing criteria as of and for Servicing Criteria during the immediately preceding fiscal calendar year, including a disclosure as required under Rules 13a-18 and 15d-18 of any material instance the Exchange Act and Item 1122 of noncompliance identified Regulation AB. Such report shall be addressed to the Trust and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria applicable to it specified on a certification substantially in the form of Exhibit G hereto; (ivii) that deliver to the Depositor, acting on behalf of the Trust, a report of a registered public accounting firm has issued an attestation report on its that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii) cause each Subservicer and each Subcontractor determined by UACC to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Depositor, acting on behalf of the Trust, an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and (iv) if requested by the Depositor, acting on behalf of the Trust, deliver to the Depositor, acting on behalf of the Trust, and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit F. (b) The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the applicable servicing criteria Commission. However, in no event shall any certificate provided in the form attached hereto as Exhibit F and supplied under clause (a)(iv) be filed with the SEC. The Depositor, acting on behalf of and for the immediately preceding fiscal year; Trust, will not request delivery of a certification under clause (va)(iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuer whose asset pool includes the Receivables. (c) Each assessment of compliance provided by a Subservicer pursuant to Item 1123 of Regulation AB (17 CFR 229.1123), that a review Section 4.10(a)(iii) shall address each of the activities Servicing Criteria applicable to it specified on a certification to be delivered to the Servicer and the Depositor, acting on behalf of the Servicer during the preceding 12-month period (Trust, on or such other period as shall have elapsed from the Closing Date prior to the date of the first such certificate) and appointment. An assessment of its performance under this Agreement has been made under such officer’s supervision, and (vi) compliance provided by a Subcontractor pursuant to Item 1123 Section 4.10(a)(iii) need not address any elements of Regulation AB (17 CFR 229.1123)the Servicing Criteria other than those specified by the Servicer and the Depositor, to acting on behalf of the best Trust, on the date of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such period, or, if there has been a default in the fulfillment of any such obligation in any material respect, specifying each such default known to such officer and the nature and status thereofappointment. (bd) The Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer, the Collateral Agent Agent, the Seller and each Rating Agency, promptly after having obtained knowledge thereof, but in no event later than two (2) 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 a Servicer Termination Event under Section 9.1. The Servicer shall deliver to the Trustee, the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Designated Backup Subservicer, the Insurer, the Collateral Agent, the Seller and each Rating Agency promptly after having obtained knowledge thereof, but in no event later than two (2) 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 a Servicer Termination Event under any other clause of Section 9.1.