Common use of Annual Statement of Compliance Clause in Contracts

Annual Statement of Compliance. Within 120 days after December 31st of each year, commencing December 1998, the Master Servicer at its own expense (other than with respect to clause (iii) below), shall deliver to the Trustee, with a copy to the Rating Agencies, an Officer's Certificate stating, as to the signer thereof, that (i) a review of the activities of the Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement for such year, 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement during the Sub-Servicer's most recently ended fiscal year on or prior to such December 31st has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copies.

Annual Statement of Compliance. Within 120 days after December 31st of each year, commencing December 1998, the each Master Servicer at its own expense (other than with respect to clause (iii) below)expense, shall deliver to the Trustee, with a copy to the Rating Agencies, an Officer's Certificate stating, as to the signer thereof, that (i) a review of the activities of the such Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the such Master Servicer has fulfilled all its obligations under this Agreement for such year, 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 including the steps being taken by the such Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by activities of each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement Servicer, if any, during the Sub-Servicer's most recently ended fiscal year on or prior to such December 31st and its performance under its Sub-Servicing Agreement has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review and the certification of such reports an officer of the Sub-Servicer (unless the Servicing Officer has reason to believe that reliance on such reports certification is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a each Sub-Servicer has failed to perform performed and fulfill fulfilled its duties, responsibilities and obligations under this Agreement and its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the each Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the such Master Servicer should the such Master Servicer fail to provide such copies.

Annual Statement of Compliance. Within 120 days after December 31st (a) The Master Servicer and the Trust Administrator shall deliver or otherwise make available to the Depositor and the Trust Administrator on or before March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing December 1998, the Master Servicer at its own expense (other than with respect to clause (iii) below), shall deliver to the Trustee, with a copy to the Rating Agenciesin March 2007, an Officer's ’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (iA) a review of the such party’s activities of the Master Servicer during the preceding fiscal calendar year or applicable portion thereof and of such party’s performance under this Agreement Agreement, has been made under such officer's supervision, ’s supervision and (iiB) to the best of such officer's ’s knowledge, based on such review, the Master Servicer such party has fulfilled all its obligations under this Agreement for Agreement, in all material respects throughout such yearyear or portion thereof, 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 including thereof. Promptly after receipt of each such Officer’s Certificate, the steps being taken Depositor shall review such Officer’s Certificate and, if applicable, consult with each such party, as applicable, as to the nature of any failures by such party, in the fulfillment of any of such party’s obligations hereunder. (b) The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an annual statement of compliance (with respect to remedy such default; (iiiServicer and with respect to any Subservicer engaged by such Servicer) a review within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement The Master Servicer shall include such annual statements of the reports required compliance with its own annual statement of compliance to be furnished by each Sub-Servicer submitted to the Trust Administrator pursuant to the applicable Sub-Servicing Agreement during the Sub-Servicer's most recently ended fiscal year on or prior to such December 31st has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copiesthis Section.

Annual Statement of Compliance. Within 120 days after December 31st The Servicer shall deliver, and the Servicer shall cause each Subservicer engaged by it to deliver, to the Depositor, the Trustee and each Rating Agency on or before March 1 of each yearyear or if such day is not a Business Day, the next Business Day, commencing December 1998in March 2007, a certificate in the Master Servicer at its own expense (other than with respect to clause (iii) below)form required by Item 1123 of Regulation AB, shall deliver to the Trustee, with a copy to the Rating Agencies, an Officer's Certificate stating, as to the signer thereof, effect that (i) an authorized officer of the Servicer or the Additional Servicer, as the case may be, has reviewed (or a review of the activities of the Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under his or her supervision of) such officerparty's supervisionactivities under this Agreement, or such other applicable Subservicing Agreement in the case of an Additional Servicer, during the prior calendar year or portion thereof and (ii) to the best of such officer's knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement, or such other applicable Subservicing Agreement for such yearin the case of an Additional Servicer, in all material respects throughout the prior calendar year or portion thereof 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement during the Sub-Servicer's most recently ended fiscal year on or prior to such December 31st has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status thereof. Promptly after receipt of each such default known certificate, the Depositor shall review such certificate and, if applicable, consult with the Servicer as to the Servicing Officer. Copies nature of any failure to fulfill any obligation under the Agreement, or such statements shall be provided by other applicable Subservicing Agreement in the Master Servicer to the Certificateholders upon request or by the Trustee at the expense case of the Master Servicer should the Master Servicer fail to provide such copiesan Additional Servicer, in any material respect.

Annual Statement of Compliance. Within 120 days after December 31st (a) The Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 1st (with a ten calendar-day cure period) of each year, commencing December 1998, the Master Servicer at its own expense (other than with respect to clause (iii) below), shall deliver to the Trustee, with a copy to the Rating Agenciesin 2007, an Officer's ’s Certificate stating, as to the signer thereof, that (i) a review of the such party’s activities of the Master Servicer during the preceding fiscal calendar year or applicable portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer's supervision, ’s supervision and (ii) to the best of such officer's ’s knowledge, based on such review, the Master Servicer such party has fulfilled all its obligations under this Agreement for or such yearother applicable agreement, in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, 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 including thereof. (b) The Master Servicer shall include all annual statements of compliance received by it from each Servicer with its own annual statement of compliance to be submitted to the steps being taken by Securities Administrator pursuant to this Section 12.05. (c) In the event that the Master Servicer to remedy Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such default; (iii) a review of the reports required to be furnished by each Sub-Servicer party is terminated or resigns pursuant to the terms of this Agreement or any applicable Sub-agreement, in the case of a Servicing Agreement during Function Participant, as the Sub-Servicer's most recently ended fiscal year on case may be, such party shall provide an Officer’s Certificate pursuant to this Section 12.05 or prior to such December 31st has been made under such Officer's supervision; and (iv) to applicable agreement, as the best of the Servicing Officer's knowledgecase may be, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of notwithstanding any such dutiestermination, responsibilities assignment or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copiesresignation.

Annual Statement of Compliance. Within 120 days after December 31st (a) The Servicer, the Master Servicer and the Trust Administrator shall deliver (or otherwise make available) (and the Master Servicer and Trust Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Trust Administrator and, in the case of the Servicer, deliver also to the Master Servicer and the Rating Agencies, on or before March 1 (with a ten-calendar day cure period) of each year, commencing December 1998, the Master Servicer at its own expense (other than with respect to clause (iii) below), shall deliver to the Trustee, with a copy to the Rating Agenciesin March 2007, an Officer's ’s Certificate stating, as to the signer thereof, that (iA) a review of the such party’s activities of the Master Servicer during the preceding fiscal calendar year or applicable portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer's supervision, ’s supervision and (iiB) to the best of such officer's ’s knowledge, based on such review, the Master Servicer such party has fulfilled all its obligations under this Agreement for Agreement, or such yearother applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, 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 including thereof. (b) The Master Servicer shall include all annual statements of compliance received by it from the steps being taken Servicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. (c) In the event the Servicer, the Master Servicer, the Trust Administrator or any Servicing Function Participant engaged by the Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by each Sub-Servicer parties hereto is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-agreement in the case of a Servicing Agreement during Function Participant, as the Sub-Servicer's most recently ended fiscal year on or prior case may be, such party shall provide an Officer’s Certificate pursuant to such December 31st has been made under such Officer's supervision; and (iv) this Section 4.12 with respect to the best period of time it was subject to this Agreement or any other applicable agreement, as the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copiescase may be.

Annual Statement of Compliance. Within 120 days after December 31st the last day of each yearfiscal year of the Master Servicer, currently November 30, commencing December 1998November 2002, the Master Servicer at its own expense (other than with respect to clause (iii) below)expense, shall deliver to the Trustee, with a copy to the Rating AgenciesAgency and the Certificate Insurer, an Officer's Certificate stating, as to the signer thereof, that (i) a review of the activities of the Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement for such year, 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by activities of each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement Servicer, if any, during the Sub-Servicer's most recently ended fiscal year on or prior to such December 31st November 30th and its performance under its Sub-Servicing Agreement has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review and the certification of such reports an officer of the Sub-Servicer (unless the Servicing Officer has reason to believe that reliance on such reports certification is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a each Sub-Servicer has failed to perform performed and fulfill fulfilled its duties, responsibilities and obligations under this Agreement and its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copies.

Annual Statement of Compliance. Within 120 days after December 31st 31 of each year, commencing December 19981996, the Master Servicer at its own expense (other than with respect to clause (iii) below)expense, shall deliver to the Trustee, with a copy to the Rating Agencies, an Officer's Certificate stating, as to the signer thereof, that (i) a review of the activities of the Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement for such year, 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by activities of each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement during the Sub-Servicer's most recently ended fiscal year on or prior to such December 31st 31 and its performance under its Sub-Servicing Agreement has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review and the certification of such reports an officer of the Sub-Servicer (unless the Servicing Officer has reason to believe that reliance on such reports certification is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a each Sub-Servicer has failed to perform performed and fulfill fulfilled its duties, responsibilities and obligations under this Agreement and its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copies.

Annual Statement of Compliance. Within 120 days after December 31st (a) The Master Servicer and the Trust Administrator shall deliver (or otherwise make available) (and the Master Servicer and Trust Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Trust Administrator on or before March 1 (with a ten-calendar day cure period) of each year, commencing December 1998, the Master Servicer at its own expense (other than with respect to clause (iii) below), shall deliver to the Trustee, with a copy to the Rating Agenciesin March 2007, an Officer's ’s Certificate stating, as to the signer thereof, that (iA) a review of the such party’s activities of the Master Servicer during the preceding fiscal calendar year or applicable portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer's supervision, ’s supervision and (iiB) to the best of such officer's ’s knowledge, based on such review, the Master Servicer such party has fulfilled all its obligations under this Agreement for Agreement, or such yearother applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, 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 including thereof. (b) The Master Servicer shall include all annual statements of compliance received by it from the steps being taken by Subservicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. (c) In the event the Master Servicer to remedy Servicer, the Trust Administrator or any Servicing Function Participant engaged by such default; (iii) a review of the reports required to be furnished by each Sub-Servicer parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-agreement in the case of a Servicing Agreement during Function Participant, as the Sub-Servicer's most recently ended fiscal year on case may be, such party shall provide an Officer’s Certificate pursuant to this Section 8.11, notwithstanding such termination or prior to such December 31st has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copiesresignation.

Annual Statement of Compliance. Within 120 days after December 31st (a) The Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 1st (with a ten calendar-day cure period) of each year, commencing December 1998, the Master Servicer at its own expense (other than with respect to clause (iii) below), shall deliver to the Trustee, with a copy to the Rating Agenciesin 2007, an Officer's ’s Certificate stating, as to the signer thereof, that (i) a review of the such party’s activities of the Master Servicer during the preceding fiscal calendar year or applicable portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer's supervision, ’s supervision and (ii) to the best of such officer's ’s knowledge, based on such review, the Master Servicer such party has fulfilled all its obligations under this Agreement for or such yearother applicable agreement, in the case of a Servicing Function Participant, in all material respects throughout such year or portion thereof, 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 including thereof. (b) The Master Servicer shall include all annual statements of compliance received by it from each Servicer with its own annual statement of compliance to be submitted to the steps being taken by Securities Administrator pursuant to this Section 7.05. (c) In the event that the Master Servicer to remedy Servicer, the Securities Administrator or any Servicing Function Participant engaged by any such default; (iii) a review of the reports required to be furnished by each Sub-Servicer party is terminated or resigns pursuant to the terms of this Agreement or any applicable Sub-agreement, in the case of a Servicing Agreement during Function Participant, as the Sub-Servicer's most recently ended fiscal year on case may be, such party shall provide an Officer’s Certificate pursuant to this Section 7.05 or prior to such December 31st has been made under such Officer's supervision; and (iv) to applicable agreement, as the best of the Servicing Officer's knowledgecase may be, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of notwithstanding any such dutiestermination, responsibilities assignment or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copiesresignation.

Annual Statement of Compliance. Within 120 days after December 31st Each of the Servicer and the Trustee shall deliver, and shall cause any Additional Servicer engaged by it to deliver, or otherwise make available to the Depositor and, in the case of the Servicer, to the Trustee (and the Trustee will forward to each Rating Agency), no later than March 15th of each year, commencing December 1998, the Master Servicer at its own expense (other than with respect to clause (iii) below), shall deliver to the Trustee, with a copy to the Rating Agenciescalendar year beginning in 2007, an Officer's Certificate (each, a "Compliance Statement"), signed by an officer of such party, stating, as to the signer thereof, that (ia) a review of the activities of the Master Servicer such party during the preceding fiscal calendar year or applicable portion thereof and of performance of such party under this Agreement or such applicable agreement in the case of an Additional Servicer has been made under such officer's supervision, supervision and (iib) to the best of such officer's officers' knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement for or such applicable agreement in the case of an Additional Servicer in all material respects throughout such year, 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review thereof. Such Compliance Statements shall contain no restrictions or limitations on its use. The obligations of the reports Servicer and the Trustee under this Section apply to each entity that acted as Servicer or Trustee, as applicable, during the applicable period, whether or not such entity is acting as Servicer or Trustee at the time such Compliance Statement is required to be furnished by each Sub-delivered. In the event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and shall use its reasonable efforts to cause any Additional Servicer that resigns or is terminated under any applicable Sub-Servicing servicing agreement to provide, a Compliance Statement pursuant to this Section 3.20 with respect to the period of time that the Servicer or the Trustee was subject to this Agreement during or such applicable agreement in the Sub-Servicer's most recently ended fiscal year on case of an Additional Servicer or prior the period of time that the Additional Servicer was subject to such December 31st has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copiesother servicing agreement.

Annual Statement of Compliance. Within 120 days after December 31st By April 30 of each year, commencing December 1998April 30, 200[ ], the Master Servicer at its own expense (other than with respect to clause (iii) below)expense, shall deliver to the Trustee, with a copy to the Rating Agencies, an Officer's Certificate stating, as to the signer thereof, that (i) a review of the activities of the Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement for such year, 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by activities of each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement during the Sub-Servicer's most recently ended fiscal year on or prior to such December 31st 31 of the preceding year and its performance under its Sub-Servicing Agreement has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review and the certification of such reports an officer of the Sub-Servicer (unless the Servicing Officer has reason to believe that reliance on such reports certification is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a each Sub-Servicer has failed to perform performed and fulfill fulfilled its duties, responsibilities and obligations under this Agreement and its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copies.

Annual Statement of Compliance. Within 120 days after ------------------------------ December 31st 31 of each year, commencing December 19981997, the Master Servicer at its own expense (other than with respect to clause (iii) below)expense, shall deliver to the Trustee, with a copy to the Rating Agencies, an Officer's Certificate stating, as to the signer thereof, that (i) a review of the activities of the Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement for such year, 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by activities of each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement during the Sub-Sub- Servicer's most recently ended fiscal year on or prior to such December 31st 31 and its performance under its Sub-Servicing Agreement has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review and the certification of such reports an officer of the Sub- Servicer (unless the Servicing Officer has reason to believe that reliance on such reports certification is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a each Sub-Servicer has failed to perform performed and fulfill fulfilled its duties, responsibilities and obligations under this Agreement and its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copies.

Annual Statement of Compliance. Within 120 days after December 31st of each year, commencing December 19981999, the each Master Servicer at its own expense (other than with respect to clause (iii) below)expense, shall deliver to the Trustee, with a copy to the Rating Agencies, an Officer's Certificate stating, as to the signer thereof, that (i) a review of the activities of the such Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the such Master Servicer has fulfilled all its obligations under this Agreement for such year, 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 including the steps being taken by the such Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by activities of each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement Servicer, if any, during the Sub-Servicer's most recently ended fiscal year on or prior to such December 31st and its performance under its Sub-Servicing Agreement has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review and the certification of such reports an officer of the Sub-Servicer (unless the Servicing Officer has reason to believe that reliance on such reports certification is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a each Sub-Servicer has failed to perform performed and fulfill fulfilled its duties, responsibilities and obligations under this Agreement and its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the each Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the such Master Servicer should the such Master Servicer fail to provide such copies.

Annual Statement of Compliance. Within 120 days after December 31st the last day of each yearfiscal year of the Master Servicer, currently _________, commencing December 1998in ______, the Master Servicer at its own expense (other than with respect to clause (iii) below)expense, shall deliver to the Trustee, with a copy to the Rating Agencies, an Officer's Certificate stating, as to the signer thereof, that (i) a review of the activities of the Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement for such year, 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by activities of each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement Servicer, if any, during the Sub-Servicer's most recently ended fiscal year on or prior to such December 31st and its performance under its Sub-Servicing Agreement has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review and the certification of such reports an officer of the Sub-Servicer (unless the Servicing Officer has reason to believe that reliance on such reports certification is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a each Sub-Servicer has failed to perform performed and fulfill fulfilled its duties, responsibilities and obligations under this Agreement and its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copies.

Annual Statement of Compliance. Within 120 days after December 31st of each year, commencing December 1998, the Master Servicer at its own expense (other than with respect to clause (iii) below), shall deliver to the Certificate Trustee, with a copy to the Rating Agencies, an Officer's Certificate stating, as to the signer thereof, that (i) a review of the activities of the Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement for such year, 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement during the Sub-Servicer's most recently ended fiscal year on or prior to such December 31st has been made under such Officerofficer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Certificate Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copies.

Annual Statement of Compliance. Within 120 days after December 31st Each of the Servicer and the Securities Administrator shall deliver, and shall cause any Additional Servicer engaged by it to deliver, or otherwise make available to the Securities Administrator, no later than March 15th of each year, commencing December 1998, the Master Servicer at its own expense (other than with respect to clause (iii) below), shall deliver to the Trustee, with a copy to the Rating Agenciescalendar year beginning in 2007, an Officer's Certificate (each, a "Compliance Statement"), signed by an officer of such party, stating, as to the signer thereof, that (ia) a review of the activities of the Master Servicer such party during the preceding fiscal calendar year or applicable portion thereof and of performance of such party under this Agreement or such applicable agreement in the case of an Additional Servicer has been made under such officer's supervision, supervision and (iib) to the best of such officer's officers' knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement for or such applicable agreement in the case of an Additional Servicer in all material respects throughout such year, 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review thereof. Such Compliance Statements shall contain no restrictions or limitations on its use. The obligations of the reports Servicer and the Securities Administrator under this Section apply to each entity that acted as Servicer or Securities Administrator, as applicable, during the applicable period, whether or not such entity is acting as Servicer or Securities Administrator at the time such Compliance Statement is required to be furnished by each Sub-delivered. In the event the Servicer or the Securities Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and shall use its reasonable efforts to cause any Additional Servicer that resigns or is terminated under any applicable Sub-Servicing servicing agreement to provide, a Compliance Statement pursuant to this Section 3.20 with respect to the period of time that the Servicer or the Securities Administrator was subject to this Agreement during or such applicable agreement in the Sub-Servicer's most recently ended fiscal year on case of an Additional Servicer or prior the period of time that the Additional Servicer was subject to such December 31st has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copiesother servicing agreement.

Annual Statement of Compliance. Within 120 days after December 31st the last day of February of each yearyear in the case of the initial Master Servicer or the last day of the fiscal year of any successor master servicer, commencing December 1998in 1999, the Master Servicer at its own expense (other than with respect to clause (iii) below)expense, shall deliver to the Trustee, with a copy to the Rating AgenciesAgency, an Officer's Certificate stating, as to the signer thereof, that (i) a review of the activities of the Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement for such year, 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by activities of each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement Servicer, if any, during the Sub-Servicer's most recently ended fiscal year on or prior to such December 31st end of February or other fiscal year and its performance under its Sub-Servicing Agreement has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review and the certification of such reports an officer of the Sub-Servicer (unless the Servicing Officer has reason to believe that reliance on such reports certification is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a each Sub-Servicer has failed to perform performed and fulfill fulfilled its duties, responsibilities and obligations under this Agreement and its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copies.

Annual Statement of Compliance. Within 120 days after December 31st the end of each yearof its fiscal years (currently November 30), commencing December 1998with its fiscal year ending in 2003, the Master Servicer at its own expense (other than with respect to clause (iii) below)expense, shall deliver to the Trustee, with a copy to the Rating AgenciesAgencies and the Certificate Insurers, an Officer's Certificate stating, as to the signer thereof, that (i) a review of the activities of the Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement for such year, 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by activities of each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement Servicer, if any, during the Sub-Servicer's most recently ended fiscal year on or prior to such December 31st and its performance under its Sub-Servicing Agreement has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review and the certification of such reports an officer of the Sub-Servicer (unless the Servicing Officer has reason to believe that reliance on such reports certification is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a each Sub-Servicer has failed to perform performed and fulfill fulfilled its duties, responsibilities and obligations under this Agreement and its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copies. The Master Servicer will notify the Trustee in writing of any change in the Master Servicer's fiscal year.

Annual Statement of Compliance. Within 120 days after December 31st The Trustee and the Servicer shall deliver, and the Servicer shall cause each Subservicer engaged by it to deliver, to the Depositor, the Trustee and each Rating Agency on or before March 1 of each yearyear or if such day is not a Business Day, the next Business Day, commencing December 1998in March 20[**], a certificate in the Master Servicer at its own expense (other than with respect to clause (iii) below)form required by Item 1123 of Regulation AB, shall deliver to the Trustee, with a copy to the Rating Agencies, an Officer's Certificate stating, as to the signer thereof, effect that (i) an authorized officer of the Trustee, the Servicer or the Additional Servicer, as the case may be, has reviewed (or a review of the activities of the Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under his or her supervision of) such officer's supervisionparty’s activities under this Agreement, or such other applicable Subservicing Agreement in the case of an Additional Servicer, during the prior calendar year or portion thereof and (ii) to the best of such officer's ’s knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement, or such other applicable Subservicing Agreement for such yearin the case of an Additional Servicer, in all material respects throughout the prior calendar year or portion thereof 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement during the Sub-Servicer's most recently ended fiscal year on or prior to such December 31st has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status thereof. Promptly after receipt of each such default known certificate, the Depositor shall review such certificate and, if applicable, consult with the Servicer and the Trustee as to the Servicing Officer. Copies nature of any failure to fulfill any obligation under the Agreement, or such statements shall be provided by other applicable Subservicing Agreement in the Master Servicer to the Certificateholders upon request or by the Trustee at the expense case of the Master Servicer should the Master Servicer fail to provide such copiesan Additional Servicer, in any material respect.

Annual Statement of Compliance. Within 120 days after December 31st The Trustee and the Servicer shall deliver, and the Servicer shall cause each Additional Servicer engaged by it to deliver, in electronic form or otherwise make available to the Depositor, the Trustee and each Rating Agency on or before March 5 of each yearyear or if such day is not a Business Day, the next Business Day (with a 10 calendar day cure period, but in no event later than March 15), followed by a hard copy within 10 calendar days, commencing December 1998in March 2008, a certificate in the Master Servicer at its own expense (other than with respect to clause (iii) below)form required by Item 1123 of Regulation AB, shall deliver to the Trustee, with a copy to the Rating Agencies, an Officer's Certificate stating, as to the signer thereof, effect that (i) an authorized officer of the Trustee, the Servicer or the Additional Servicer, as the case may be, has reviewed (or a review of the activities of the Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under his or her supervision of) such officerparty's supervisionactivities under this Agreement or such other applicable agreement in the case of an Additional Servicer, during the prior calendar year or portion thereof and (ii) to the best of such officer's knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement for Agreement, or such yearother applicable agreement in the case of an Additional Servicer, in all material respects throughout the prior calendar year or portion thereof 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 including thereof. Promptly after receipt of each such certificate, the steps being taken by Depositor shall review such certificate and, if applicable, consult with the Master Servicer and the Trustee as to remedy the nature of any failure to fulfill any obligation under the Agreement, or such default; (iii) a review other applicable agreement in the case of an Additional Servicer, in any material respect. In the reports required to be furnished by each Sub-event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and shall use its reasonable efforts to cause any Additional Servicer that resigns or is terminated under any applicable Sub-Servicing servicing agreement to provide, a Compliance Statement pursuant to this Section 3.21 with respect to the period of time that the Servicer or the Trustee was subject to this Agreement during or such applicable agreement in the Sub-Servicer's most recently ended fiscal year on case of an Additional Servicer or prior the period of time that the Additional Servicer was subject to such December 31st has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copiesother servicing agreement.

Annual Statement of Compliance. Within 120 days after December 31st of each year, commencing December 1998, the each Master Servicer Servicer, at its own expense (other than with respect to clause (iii) below)expense, shall deliver to the Certificate Trustee, with a copy to the Rating Agencies, an a Servicing Officer's Certificate certificate stating, as to the signer thereof, that (i) a review of the activities of the such Master Servicer during the preceding fiscal year or applicable portion thereof and of performance under this Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the such Master Servicer has fulfilled all its obligations under this Agreement for such year, 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 including the steps being taken by the such Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by each Sub-such Master Servicer pursuant to the applicable Sub-Servicing this Agreement during the Sub-such Master Servicer's most recently ended fiscal year on or prior to such December 31st has been made under such Servicing Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Servicing Officer that would cause such Servicing Officer to believe that a Sub-such Master Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing this Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copies.

Annual Statement of Compliance. Within 120 days after December 31st (a) The Trust Administrator shall deliver (or otherwise make available) (and the Trust Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Trust Administrator on or before March 1 (with a ten-calendar day cure period) of each year, commencing December 1998, the Master Servicer at its own expense (other than with respect to clause (iii) below), shall deliver to the Trustee, with a copy to the Rating Agenciesin March 2008, an Officer's ’s Certificate stating, as to the signer thereof, that (iA) a review of the such party’s activities of the Master Servicer during the preceding fiscal calendar year or applicable portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer's supervision, ’s supervision and (iiB) to the best of such officer's ’s knowledge, based on such review, the Master Servicer such party has fulfilled all its obligations under this Agreement for Agreement, or such yearother applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, 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 including thereof. (b) In the steps being taken event the Trust Administrator or any Servicing Function Participant engaged by the Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by each Sub-Servicer it is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-agreement in the case of a Servicing Agreement during Function Participant, as the Sub-Servicer's most recently ended fiscal year on or prior case may be, such party shall provide an Officer’s Certificate pursuant to this Section 8.05 for such December 31st has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the partial year, or, if there has been a default in performance notwithstanding such termination or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copiesresignation.

Annual Statement of Compliance. Within 120 days after December 31st (a) Each of each year, commencing December 1998, the Master Servicer at its own expense and the Securities Administrator shall deliver, and shall cause any Additional Servicer engaged by it to deliver, or otherwise make available to the Depositor and the Securities Administrator (other than with respect and the Securities Administrator will forward to clause (iii) belowthe Trustee and each Rating Agency), shall deliver to the Trustee, with a copy to the Rating Agenciesno later than March 15th of each calendar year beginning in 2007, an Officer's Officers' Certificate (each, together with such similar certificate delivered by each Servicer as described in Section 3.20(b), a "Compliance Statement"), signed by an officer of such party, stating, as to the signer thereof, that (ia) a review of the activities of the Master Servicer such party during the preceding fiscal calendar year or applicable portion thereof and of performance of such party under this Agreement has been made under such officer's supervision, officers' supervision and (iib) to the best of such officer's officers' knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement for in all material respects throughout such year, 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review of the reports required to be furnished by each Sub-Servicer pursuant to the applicable Sub-Servicing Agreement during the Sub-Servicer's most recently ended fiscal year thereof. Such Compliance Statements shall contain no restrictions or limitations on or prior to such December 31st has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and use. The obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should and the Securities Administrator under this Section apply to each entity that acted as Master Servicer or Securities Administrator, as applicable, during the applicable period, whether or not such entity is acting as Master Servicer or Securities Administrator at the time such Compliance Statement is required to be delivered. (b) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer fail a Compliance Statement within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such Compliance Statements of the Servicers with its own Compliance Statement to provide such copiesbe submitted pursuant to this Section 3.20.

Annual Statement of Compliance. Within 120 days after December 31st Each of the Servicer and the Trustee shall deliver, and shall cause any Additional Servicer engaged by it to deliver, or otherwise make available to the Depositor and, in the case of the Servicer, to the Trustee (and the Trustee will forward to each Rating Agency), no later than March 15th of each year, commencing December 1998, the Master Servicer at its own expense (other than with respect to clause (iii) below), shall deliver to the Trustee, with a copy to the Rating Agenciescalendar year beginning in 2007, an Officer's Certificate (each, a "Compliance Statement"), signed by an officer of such party, stating, as to the signer thereof, that (ia) a review of the activities of the Master Servicer such party during the preceding fiscal calendar year or applicable portion thereof and of performance of such party under this Agreement has been made under such officer's supervision, supervision and (iib) to the best of such officer's officers' knowledge, based on such review, the Master Servicer such party has fulfilled all of its obligations under this Agreement for in all material respects throughout such year, 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 including the steps being taken by the Master Servicer to remedy such default; (iii) a review thereof. Such Compliance Statements shall contain no restrictions or limitations on its use. The obligations of the reports Servicer and the Trustee under this Section apply to each entity that acted as Servicer or Trustee, as applicable, during the applicable period, whether or not such entity is acting as Servicer or Trustee at the time such Compliance Statement is required to be furnished by each Sub-delivered. In the event the Servicer or the Trustee is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and shall use its reasonable efforts to cause any Additional Servicer that resigns or is terminated under any applicable Sub-Servicing servicing agreement to provide, a Compliance Statement pursuant to this Section 3.20 with respect to the period of time that the Servicer or the Trustee was subject to this Agreement during or the Sub-Servicer's most recently ended fiscal year on or prior period of time that the Additional Servicer was subject to such December 31st has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copiesother servicing agreement.

Annual Statement of Compliance. Within 120 days after December 31st (a) The Master Servicer and the Trust Administrator shall deliver (or otherwise make available) (and the Master Servicer and Trust Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Trust Administrator, and in the case of the Master Servicer, to the Indenture Trustee, on or before March 1 (with a ten-calendar day cure period) of each year, commencing December 1998, the Master Servicer at its own expense (other than with respect to clause (iii) below), shall deliver to the Trustee, with a copy to the Rating Agenciesin March 2007, an Officer's ’s Certificate stating, as to the signer thereof, that (iA) a review of the such party’s activities of the Master Servicer during the preceding fiscal calendar year or applicable portion thereof and of such party’s performance under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer's supervision, ’s supervision and (iiB) to the best of such officer's ’s knowledge, based on such review, the Master Servicer such party has fulfilled all its obligations under this Agreement for Agreement, or such yearother applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, 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 including thereof. (b) The Master Servicer shall include all annual statements of compliance received by it from the steps being taken by Subservicer with its own annual statement of compliance to be submitted to the Trust Administrator pursuant to this Section. (c) In the event the Master Servicer to remedy Servicer, the Trust Administrator or any Servicing Function Participant engaged by such default; (iii) a review of the reports required to be furnished by each Sub-Servicer parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-agreement in the case of a Servicing Agreement during Function Participant, as the Sub-Servicer's most recently ended fiscal year on case may be, such party shall provide an Officer’s Certificate pursuant to this Section 8.11, notwithstanding such termination or prior to such December 31st has been made under such Officer's supervision; and (iv) to the best of the Servicing Officer's knowledge, based on his review of such reports (unless the Servicing Officer has reason to believe that reliance on such reports is not justified), either nothing has come to the attention of such Officer that would cause such Officer to believe that a Sub-Servicer has failed to perform and fulfill its duties, responsibilities and obligations under its Sub-Servicing Agreement in all material respects throughout the year, or, if there has been a default in performance or fulfillment of any such duties, responsibilities or obligations, specifying the nature and status of each such default known to the Servicing Officer. Copies of such statements shall be provided by the Master Servicer to the Certificateholders upon request or by the Trustee at the expense of the Master Servicer should the Master Servicer fail to provide such copiesresignation.