Common use of Report on Assessment of Compliance and Attestation Clause in Contracts

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on or before March 1 of each calendar year, the Company shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor and signed by an authorized officer of the Company and shall address each of the "Applicable Servicing Criteria" specified on Exhibit G hereto; (ii) deliver to the Purchaser, any Master Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor that attests to, and reports on, the assessment of compliance made by the Company 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor 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, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit H. The Company acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of 15th and (b) 15 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2013, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoD or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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 Securities Exchange Act;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 Securities Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. C or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on or before March 1 1st of each calendar year, commencing in 2007, the Company shall: (i) deliver to the Purchaser, any Master Servicer Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer Purchaser and such Depositor) regarding the Company's ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer Purchaser and such Depositor and signed by an authorized officer of the Company Company, and shall address each of the "Applicable Servicing Criteria" Criteria specified on substantially in the form of Exhibit G heretoH hereto delivered to the Purchaser at the time of any Securitization Transaction; (ii) deliver to the Purchaser, any Master Servicer Purchaser and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer Purchaser and such Depositor that attests to, and reports on, the assessment of compliance made by the Company 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, Subservicer and each Subcontractor, determined by the Company pursuant to Section 4.26(b4.29(b) to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such any Depositor an assessment of compliance and accountants' ’ attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and Purchaser or any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor 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, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. I. The Company acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of Neither the Purchaser, any Master Servicer Purchaser nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G H hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.264.29.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 20th of each calendar year, commencing in 2009, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearyear (or applicable portion thereof), as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement, incorporating any such changes as may be agreed to by the Depositor; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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, Sub-administrator and each Subcontractor, Subcontractor determined by the Company pursuant to Section 4.26(b) Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants' ’ attestation as and when provided in clauses (i) and (ii) of this Section 6.069.4; and (iv) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 1st of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, any Master Servicer, any Depositor 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, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in this clause (iva)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under this clause (iv) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 1st of each calendar year, commencing in 2008, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in clause (iva)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under clause (iva)(iii) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.Administration Agreement

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 20th of each calendar year, commencing in 2008, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearyear (or applicable portion thereof), as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement, incorporating any such changes as may be agreed to by the Depositor; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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, Subadministrator and each Subcontractor, Subcontractor determined by the Company pursuant to Section 4.26(b) Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants' ’ attestation as and when provided in clauses (i) and (ii) of this Section 6.069.4; and (iv) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 1st of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in this clause (iva)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under this clause (iv) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect So long as the Transferor is required to any Mortgage Loans that are the subject of a Securitization Transactionfile Exchange Act Reports, on or before March 1 15 of each calendar year, the Company shallcommencing in 2025: (ia) The Indenture Trustee shall deliver to the Purchaser, any Master Transferor and the Servicer and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABAssessment. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor and signed by an authorized officer Authorized Officer of the Company Indenture Trustee and shall at a minimum address each of the "Applicable Servicing Criteria" Criteria specified on with respect to the Indenture Trustee in Exhibit G hereto;E to the 2024-A Servicing Supplement (provided that such certification may be revised after the date of this 2024-A Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving the Indenture Trustee and that are backed by the same asset type backing the Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Transferor and the Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely upon each such Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) The Indenture Trustee shall deliver to the Purchaser, any Master Transferor and the Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee and delivered pursuant to the preceding paragraphSection 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act;, including that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iiic) cause each SubservicerIn the event the Indenture Trustee is terminated or resigns during the term of this 2024-A Exchange Note Supplement, such Person shall provide the documents and each Subcontractor, determined by the Company information pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor 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 2024-A Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer Note Supplement with respect to a Securitization Transaction a certification, signed by the appropriate officer period of the Company, in the form attached hereto as Exhibit H. The Company acknowledges that the parties identified in clause (iv) above may rely on the certification time it was subject to this 2024-A Exchange Note Supplement or provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K services with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in Issuer or the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.262024-A Reference Pool.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 of each calendar year, commencing in 2007, the Company Seller shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Purchaser a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the CompanySeller's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Purchaser and signed by an authorized officer of the Company Seller, and shall address each of the "Applicable Servicing Criteria" Criteria specified on a certification substantially in the form of Exhibit G hereto12 hereto delivered to the Purchaser concurrently with the execution of this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Purchaser a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Purchaser that attests to, and reports on, the assessment of compliance made by the Company Seller 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, Subcontractor determined by the Company Seller pursuant to Section 4.26(bSubsection 7.06(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section 6.06Section; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Purchaser 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 XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect xxxxxx xxxx xxspect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. 11. The Company Seller acknowledges that the parties identified in clause (iva)(iv) above may rely on the certification provided by the Company Seller pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause . (ivb) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(iSubsection 7.05(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G 12 hereto delivered to the Purchaser at concurrently with the time execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iiiSubsection 7.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Seller pursuant to Section 4.26Subsection 7.06.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 [____] of each calendar year, commencing in 20[__], the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer Authorized Officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in clause clauses (iva)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause clauses in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will request delivery of a certification under clause not be required to deliver the items in clauses (iva)(i), (ii) and (iii) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant the Trust Student Loans with respect to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26calendar year.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 201[ ], the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoor such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. F or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 1st of each calendar year, commencing in 20[__], the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer Authorized Officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in clause clauses (iva)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under clause clauses (iva)(i) and (ii) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (i) On or before March 1 of each calendar year, the Company commencing in 2008, GreenPoint shall: (i1) deliver to the PurchaserCompany, any Master the Trust and the Servicer and any Depositor a report (in form and substance reasonably satisfactory to the PurchaserCompany, such Master Servicer the Trust and such Depositorthe Servicer) regarding the Company's GreenPoint’s assessment of compliance with the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time (the “Servicing Criteria Criteria”), during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to Company, the Purchaser, such Master Trust and the Servicer and such Depositor and signed by an authorized officer of the Company GreenPoint, and shall address each of the "Applicable Servicing Criteria" Criteria specified on a certification substantially in the form of Exhibit G K-2 hereto; (ii2) deliver to the PurchaserCompany, any Master the Trust and the Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the PurchaserCompany, such Master the Trust and the Servicer and such Depositor that attests to, and reports on, the assessment of compliance made by the Company GreenPoint and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(31‑02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (iii3) cause each Subservicer, and each Subcontractor, Subcontractor determined by the Company GreenPoint pursuant to Section 4.26(b8.7(ii) to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser Company, the Trust and such Depositor the Servicer an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (i) and (ii) of this Section 6.06Section; and (iv4) if requested by the PurchaserCompany, any Master the Trust or the Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserCompany, any Master Servicerthe Trust, any Depositor the Servicer 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 the Trust a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. The Company K-3. GreenPoint acknowledges that the parties identified in clause (ivi)(4) above may rely on the certification provided by the Company GreenPoint pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the PurchaserCompany, any Master the Trust or the Servicer nor any Depositor will request delivery of a certification under clause (ivi)(4) above unless a Depositor or Master Servicer the Company is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. the Trust. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i8.6(i)(1) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G K-2 hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii8.6(i)(3) need not address any elements of the Servicing Criteria other than those specified by the Company GreenPoint pursuant to Section 4.268.7.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March August 1 of each calendar year, commencing in 2006, the Company Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Seller a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Seller and signed by an authorized officer of the Company Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoJ hereto or such criteria as mutually agreed upon by the Seller and the Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Seller a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Seller that attests to, and reports on, the assessment of compliance made by the Company Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Seller 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 the Trust, MBNA Credit Card Master Note Trust or the Seller with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. I or such form as mutually agreed upon by the Seller and the Trustee. The Company Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 1st of each calendar year, commencing in 2009, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer Authorized Officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administration Agreement Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in clause clauses (iva)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under clause clauses (iva)(i) and (ii) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.Administration Agreement

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans (1) In the event that are BBD is not the subject of a Securitization TransactionServicer, then on or before the earlier of (a) March 1 of 31 and (b) thirty (30) days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, and (2) in the Company event that BBD or an affiliate of BBD is the Servicer, then on or before the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2013, the Servicer shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Transferor and signed by an authorized officer of the Company Servicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoD or such criteria as mutually agreed upon by the Transferor and the Servicer; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Purchaser and such Depositor Transferor an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (i) and (ii) of this Section 6.069.4; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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) Certification on behalf of an asset-backed issuer the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. C. The Company Servicer acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause . (ivb) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i9.4(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G D hereto delivered to the Purchaser at Transferor upon reasonable request of the time Transferor after the execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 6.06(iii9.4(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.269.5.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 15th of each calendar year, commencing in 2007, the Company Master Servicer shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Master Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer of the Company Master Servicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified on a certification substantially in the form of Exhibit G heretoF attached to this Agreement; (ii) deliver to the Purchaser, any Master Servicer Issuer and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the PurchaserAdministrator, such Master Servicer and such Depositor acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Master 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 ActAct and may be combined with or incorporated in the annual independent certified public accountants’ report required by Section 4.10 hereof; (iii) cause each Subservicer, Subservicer and each Subcontractor, determined by the Company pursuant to Section 4.26(b) Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (i) and (ii) of this Section 6.06Section; and (iv) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor acting on behalf of the Issuer, not later than February 1 March 15 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, any Master Servicer, any Depositor the Administrator 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) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification, signed by this securitization transaction the appropriate officer of the Company, Annual Certification in the form attached hereto as Exhibit H. G. The Company Master Servicer acknowledges that the parties identified in clause (iva)(iv) above may rely on the any certification provided by the Company Master Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor The Issuer will not request delivery of a certification the Annual Certification under clause (iva)(iv) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity Issuing Entity whose asset pool includes Mortgage the Financed Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto on a certification to be delivered to the Purchaser at Master Servicer, the time of any Securitization Transaction orIssuer, in and the case of a Subservicer subsequently appointed as such, Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26Master Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 the 60th day following the end of each calendar yearfiscal year of the Trust and BA Credit Card Trust, commencing with the fiscal year ending December 31, 2015, the Company Servicer shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearyear (or, with respect to the assessment delivered in 2016, for the period from and including July 1, 2015 through and including December 31, 2015), as required under Rules 13a-18 13a‑18 and 15d-18 15d‑18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Transferor and signed by an authorized officer of the Company Servicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoE or such criteria as mutually agreed upon by the Transferor and the Servicer; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(31‑02(a)(3) and 2-02(g2‑02(g) of Regulation S-X S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Purchaser and such Depositor Transferor an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (i) and (ii) of this Section 6.06subsection; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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) Certification on behalf of an asset-backed issuer the Trust, BA Credit Card Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. D. The Company Servicer acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(isubsection 22(f)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G E hereto delivered to the Purchaser at Transferor upon reasonable request of the time Transferor after the execution of any Securitization Transaction the Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 6.06(iiisubsection 22(f)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.26subsection 22(g).

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 of each calendar year, commencing in 2007, the Company Seller shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Purchaser a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the CompanySeller's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Purchaser and signed by an authorized officer of the Company Seller, and shall address each of the "Applicable Servicing Criteria" Criteria specified on a certification substantially in the form of Exhibit G hereto12 hereto delivered to the Purchaser concurrently with the execution of this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Purchaser a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Purchaser that attests to, and reports on, the assessment of compliance made by the Company Seller 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, Subcontractor determined by the Company Seller pursuant to Section 4.26(bSubsection 7.06(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section 6.06Section; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Purchaser 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 XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect issuex xxxx xxxxxxx to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. 11. The Company Seller acknowledges that the parties identified in clause (iva)(iv) above may rely on the certification provided by the Company Seller pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause . (ivb) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(iSubsection 7.05(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G 12 hereto delivered to the Purchaser at concurrently with the time execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iiiSubsection 7.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Seller pursuant to Section 4.26Subsection 7.06.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 1st of each calendar year, commencing in 2007, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer of the Company Administration Agreement Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in clause (iva)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under clause (iva)(iii) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.Administration Agreement

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 [__] of each calendar year, commencing in 20[__], the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 13a- 18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer Authorized Officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in clause clauses (iva)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause clauses in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will request delivery of a certification under clause not be required to deliver the items in clauses (iva)(i), (ii) and (iii) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant the Trust Student Loans with respect to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26calendar year.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2017, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoor such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. F or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 1st of each calendar year, commencing in 2009, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer Administration Agreement 39 and signed by an authorized officer Authorized Officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in clause clauses (iva)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under clause clauses (iva)(i) and (ii) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 1st of each calendar year, commencing in 2009, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer Authorized Officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G hereto;the certification substantially in the form of Attachment B attached to this Agreement; Administration Agreement (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in clause clauses (iva)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under clause clauses (iva)(i) and (ii) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.Administration Agreement

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 1st of each calendar year, commencing in 2007, the Company Servicer shall: (i) deliver to the PurchaserMaster Servicer, any Master Servicer the Depositor and any Depositor the Securities Administrator a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such the Depositor) regarding the Company's Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such the Depositor and signed by an authorized officer of the Company Servicer, and shall address each all of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoH; (ii) deliver to the PurchaserMaster Servicer, any Master Servicer the Depositor and any Depositor the Securities Administrator a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such the Depositor that attests to, and reports on, the assessment of compliance made by the Company 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 of 1933, as amended (the “Securities Act”) and the Exchange Act; (iii) cause each Subservicer, and each Subcontractor, Subcontractor determined by the Company Servicer pursuant to Section 4.26(b7.04(c) to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser Master Servicer, the Depositor and such Depositor the Securities Administrator an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (a) and (b) of this Section 6.06Section; and (iv) if requested by the PurchaserMaster Servicer, any Master Servicer and any the Depositor or the Securities Administrator not later than February 1 28th of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor the Depositor, the Securities Administrator 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 XxxxxxxxSarxxxxx-Xxxxx Act Xxt of 20022002 (“Sarxxxxx-Xxxxx”)) on behalf of an asset-backed issuer the Trust Fund with respect to the transaction relating to this Agreement a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. F. The Company Servicer acknowledges that the parties identified in clause (iva)(iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of Neither the Purchaser, any Master Servicer nor any the Depositor will request delivery of a certification under clause (iva)(iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each the Trust Fund. (b) In the case of a Subservicer appointed subsequent to this Agreement, each assessment of compliance provided by a such Subservicer pursuant to Section 6.06(i5.05(a)(i) shall address each all of the Servicing Criteria specified substantially in the form of Exhibit G H hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii5.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.267.04.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 90 days after the end of each calendar yearfiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended March 31, 2010, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer Issuer and any Depositor Owner Trustee a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar reporting year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer Issuer and such Depositor the Owner Trustee and signed by an authorized officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoC hereto delivered to the Issuer and the Owner Trustee concurrently with the execution of this Agreement; (ii) deliver to the Purchaser, any Master Servicer Issuer and any Depositor the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the Purchaser, any Master Servicer and any Depositor not later than February Issuer on or before May 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer and the Owner Trustee 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) Certification on behalf of an asset-backed issuer with respect to a Securitization Transaction securitization transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. B. The Company Administrator acknowledges that the parties identified in clause (iva)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor The Issuer will not request delivery of a certification under clause (iva)(iii) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loansthe Receivables. Each assessment of If the Administrator is the same party as the Servicer, such party’s compliance provided by a Subservicer pursuant to with Section 6.06(i) shall address each 3.12 of the Sale and Servicing Criteria specified substantially Agreement will satisfy the Administrator’s obligations set forth in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to this Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.261.21(c).

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March August 1 of each calendar year, commencing in 2006, the Company Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Seller a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Seller and signed by an authorized officer of the Company Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoJ hereto or such criteria as mutually agreed upon by the Seller and the Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Seller a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Seller that attests to, and reports on, the assessment of compliance made by the Company Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Seller 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 the Trust, BA Credit Card Trust or the Seller with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. I or such form as mutually agreed upon by the Seller and the Trustee. The Company Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 of each calendar year, commencing in 2007, the Company Custodian shall: (i) deliver to the PurchaserServicer, any Master Servicer the Trustee and any the Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the CompanyCustodian's assessment of compliance with the applicable Servicing Criteria (as more fully discussed below), during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserServicer, such Master Servicer the Trustee and such the Depositor and signed by an authorized officer of the Company Custodian, and shall address each of the "Applicable applicable Servicing Criteria" specified on Exhibit G hereto; (ii) deliver to the PurchaserServicer, any Master Servicer the Trustee and any the Depositor a report of a registered public accounting firm reasonably acceptable to the PurchaserServicer, such Master Servicer the Trustee and such the Depositor that attests to, and reports on, the assessment of compliance made by the Company Custodian 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the Purchaser, any Master Servicer and any or the Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any the Depositor 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 XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, in the form certification substantiaxxx xx xxx xxxm attached hereto as Exhibit H. 7 (or as otherwise mutually agreed upon). The Company Custodian acknowledges that the parties identified in clause (iva)(iii) above may rely on the certification provided by the Company Custodian pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of Neither the Purchaser, any Master Servicer nor any the Depositor will request delivery of a certification under clause (iva)(iii) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on A. On or before March 1 20th of each calendar year commencing in the calendar year of the Effective Date, if prior to March 20th, or the following year, if after March 20th, upon request from the Company Depositor or the Sub-Administrator acting as agent of the Administrator on behalf of the Issuer, the Subservicer shall: : (i1) deliver to the PurchaserDepositor, any Master the Servicer and any Depositor the Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the CompanySubservicer's assessment of compliance with the Applicable Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserDepositor, such Master the Servicer and such Depositor the Issuer and signed by an authorized officer Authorized Officer of the Company Subservicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G hereto; a certification substantially in the form of Attachment E attached to this Agreement; (ii2) deliver to the PurchaserDepositor, any Master Servicer the Servicer, the Issuer, the Sub-Administrator and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the PurchaserSub-Administrator, such Master Servicer and such Depositor acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Subservicer and delivered pursuant 33 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; ; (iii3) cause each Subservicer, subservicer appointed by the Subservicer and each Subcontractor, determined by the Company pursuant to Section 4.26(b) Subservicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser Depositor, the Servicer, the Sub-Administrator and such Depositor the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants' attestation as and when provided in paragraphs (1) and (2) of this Section 6.06Section; and and (iv4) if requested by the PurchaserDepositor, any Master Servicer and any Depositor the Servicer, the Sub-Administrator or the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserDepositor, any Master the Issuer, the Servicer, any Depositor the Sub-Administrator, the Administrator 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) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of related securitization transaction the Company, Annual Certification in the form attached hereto as Exhibit H. Attachment D. The Company Subservicer acknowledges that the parties identified in clause (ivA(4) above may rely on the any certification provided by the Company Subservicer or any other subservicer appointed by the Subservicer pursuant to such clause in signing a Sarbanes Xxxxxxxx-Xxxxx Certification and filing such with the Commission. None Neither the Depositor nor the Sub-Administrator, acting as agent of the PurchaserAdministrator on behalf of the Issuer, any Master Servicer nor any Depositor will request delivery of a certification the reports, attestations or certifications, as applicable, under clause (iv) A above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loansfor the related calendar year. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) subservicer shall address each of the Applicable Servicing Criteria specified substantially in the form of Exhibit G hereto on a certification to be delivered to the Purchaser at Subservicer, the time of any Securitization Transaction orServicer, in the case of a Subservicer subsequently appointed as suchDepositor, the Issuer, the Sub-Administrator and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Applicable Servicing Criteria other than those specified by the Company pursuant to Section 4.26.Subservicer, the Servicer and the Issuer on the date of such appointment. ARTICLE IX

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans (a) (1) In the event that are TRS is not the subject of a Securitization TransactionServicer, then on or before the earlier of (a) March 1 of 31 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, and (2) in the Company event that TRS or an affiliate of TRS is the Servicer, then on or before the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2008, the Servicer shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Transferor and signed by an authorized officer of the Company Servicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoJ or such criteria as mutually agreed upon by the Transferor and the Servicer; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Purchaser and such Depositor Transferor an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (i) and (ii) of this Section 6.06Section; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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) Certification on behalf of an asset-backed issuer the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. I. The Company Servicer acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause . (ivb) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i13.7(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G K hereto delivered to the Purchaser at Transferors upon reasonable request of the time Transferor after the execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 6.06(iii13.7(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.2613.8.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 90 days after the end of each calendar yearfiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended March 31, 2009, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer Issuer and any Depositor Owner Trustee a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the CompanyAdministrator's assessment of compliance with the Servicing Criteria during the immediately preceding calendar reporting year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer Issuer and such Depositor the Owner Trustee and signed by an authorized officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoC hereto delivered to the Issuer and the Owner Trustee concurrently with the execution of this Agreement; (ii) deliver to the Purchaser, any Master Servicer Issuer and any Depositor the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the Purchaser, any Master Servicer and any Depositor not later than February Issuer on or before May 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer and the Owner Trustee 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) Certification on behalf of an asset-backed issuer with respect to a Securitization Transaction securitization transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. B. The Company Administrator acknowledges that the parties identified in clause (iva)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor The Issuer will not request delivery of a certification under clause (iva)(iii) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loansthe Receivables. Each assessment of If the Administrator is the same party as the Servicer, such party's compliance provided by a Subservicer pursuant to with Section 6.06(i) shall address each 3.12 of the Sale and Servicing Criteria specified substantially Agreement will satisfy the Administrator's obligations set forth in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to this Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.261.21(c).

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 the 60th day following the end of each calendar yearfiscal year of the Trust and BA Credit Card Trust, commencing in 2006, the Company Trustee shall: (i) deliver to the Purchaser, any Master Transferor and the Servicer and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Transferor and the Servicer and such Depositor and signed by an authorized officer of the Company Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoE hereto or such criteria as mutually agreed upon by the Transferor and the Trustee; (ii) deliver to the Purchaser, any Master Transferor and the Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by Transferor, the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor 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 the Trust, BA Credit Card Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate any Vice President or more senior officer of the CompanyTrustee, substantially in the form attached hereto as Exhibit H. D or such form as mutually agreed upon by the Transferor and the Trustee. The Company Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 1st of each calendar year, commencing in 2009, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of Administration Agreement the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer Authorized Officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in clause clauses (iva)(i) and (ii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under clause clauses (iva)(i) and (ii) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.Administration Agreement

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2007, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the CompanyIndenture Trustee's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoH or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. G or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2017, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoD or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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 Securities Exchange Act;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 Securities Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. C or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 15 of each calendar year, commencing in 2007, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor National City a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the CompanyIndenture Trustee's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor National City and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoF hereto or such criteria as mutually agreed upon by National City and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor National City a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor National City that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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 Securities Exchange Act;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor National City 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 Securities Exchange Act (pursuant to Section 302 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer the Issuer, the Masxxx Xxxxx xx Xational City with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. E or such form as mutually agreed upon by National City and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 the 60th day following the end of each calendar yearfiscal year of the Trust and BA Credit Card Trust, commencing in 2006, the Company Servicer shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the CompanyServicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 13a‑18 and 15d-18 15d‑18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Transferor and signed by an authorized officer of the Company Servicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoE or such criteria as mutually agreed upon by the Transferor and the Servicer; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(31‑02(a)(3) and 2-02(g2‑02(g) of Regulation S-X S‑X under the Securities Act and the Exchange Act; (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Purchaser and such Depositor Transferor an assessment of compliance and accountants' attestation as and when provided in paragraphs (i) and (ii) of this Section 6.06subsection; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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) Certification on behalf of an asset-backed issuer the Trust, BA Credit Card Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. D. The Company Servicer acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(isubsection 22(f)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G E hereto delivered to the Purchaser at Transferor upon reasonable request of the time Transferor after the execution of any Securitization Transaction the Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 6.06(iiisubsection 22(f)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.26subsection 22(g).

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are For so long as the subject Purchaser or the Indenture Trustee, as applicable, is filing an annual report on Form 10-K in accordance with the Exchange Act and the rules and regulations of the Commission or a Securitization TransactionForm 15 is filed, on or before March 1 12 of each calendar year, commencing in 2008, the Company Custodian shall: (ia) deliver to the Purchaser, any Master Servicer Purchaser and any Depositor the Indenture Trustee a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer Purchaser and such DepositorIndenture Trustee) regarding the Company's Custodian’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer Purchaser and such Depositor the Indenture Trustee and signed by an authorized officer of the Company Custodian, and shall address each of the "Applicable Servicing Criteria" Criteria specified on a certification substantially in the form of Exhibit G 7 hereto;. The Custodian shall not, without the prior written consent of the Purchaser and the Indenture Trustee, cease to perform any of the Servicing Criteria specified on such certification; and (iib) deliver to the Purchaser, any Master Servicer Purchaser and any Depositor the Indenture Trustee a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer Purchaser and such Depositor the Indenture Trustee that attests to, and reports on, the assessment of compliance made by the Company Custodian 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 . The Purchaser shall make available to the Credit Enhancer a copy of the reports delivered by the Company Custodian pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor 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, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit H. The Company acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26Section.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 the 60th day following the end of each calendar yearfiscal year of the Trust and BA Credit Card Trust, commencing with the fiscal year ending December 31, 2015, the Company Trustee shall: (i) deliver to the Purchaser, any Master Transferor and the Servicer and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearfiscal year (or, with respect to the report delivered in 2016, for the period from and including July 1, 2015 through and including December 31, 2015), as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Transferor and the Servicer and such Depositor and signed by an authorized officer of the Company Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoE hereto or such criteria as mutually agreed upon by the Transferor and the Trustee; (ii) deliver to the Purchaser, any Master Transferor and the Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by Transferor, the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor 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 the Trust, BA Credit Card Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate any Vice President or more senior officer of the CompanyTrustee, substantially in the form attached hereto as Exhibit H. D or such form as mutually agreed upon by the Transferor and the Trustee. The Company Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on A. On or before March 1 20th of each calendar year commencing in the calendar year of the Effective Date, if prior to March 20th, or the following year, if after March 20th, upon request from the Company Depositor or the Sub-Administrator acting as agent of the Administrator on behalf of the Issuer, the Subservicer shall: (i1) deliver to the PurchaserDepositor, any Master the Servicer and any Depositor the Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the CompanySubservicer's assessment of compliance with the Applicable Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserDepositor, such Master the Servicer and such Depositor the Issuer and signed by an authorized officer Authorized Officer of the Company Subservicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretoa certification substantially in the form of Attachment E attached to this Agreement; (ii2) deliver to the PurchaserDepositor, any Master Servicer the Servicer, the Issuer, the Sub-Administrator and any Depositor the Administrator a report of a registered public accounting firm reasonably acceptable to the PurchaserSub-Administrator, such Master Servicer and such Depositor acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Company Subservicer 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; (iii3) cause each Subservicer, subservicer appointed by the Subservicer and each Subcontractor, determined by the Company pursuant to Section 4.26(b) Subservicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser Depositor, the Servicer, the Sub-Administrator and such Depositor the Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants' attestation as and when provided in paragraphs (1) and (2) of this Section 6.06Section; and (iv4) if requested by the PurchaserDepositor, any Master Servicer and any Depositor the Servicer, the Sub-Administrator or the Administrator, acting on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserDepositor, any Master the Issuer, the Servicer, any Depositor the Sub-Administrator, the Administrator 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 XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) Certification on behalf of an asset-backed issuer Issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of related securitization transaction the Company, Annual Certification in the form attached hereto as Exhibit H. Attachment D. The Company Subservicer acknowledges that the parties identified in clause (ivA(4) above may rely on the any certification provided by the Company Subservicer or any other subservicer appointed by the Subservicer pursuant to such clause in signing a Sarbanes Sxxxxxxx-Xxxxx Certification and filing such with the Commission. None Neither the Depositor nor the Sub-Administrator, acting as agent of the PurchaserAdministrator on behalf of the Issuer, any Master Servicer nor any Depositor will request delivery of a certification the reports, attestations or certifications, as applicable, under clause (iv) A above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loansfor the related calendar year. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) subservicer shall address each of the Applicable Servicing Criteria specified substantially in the form of Exhibit G hereto on a certification to be delivered to the Purchaser at Subservicer, the time of any Securitization Transaction orServicer, in the case of a Subservicer subsequently appointed as suchDepositor, the Issuer, the Sub-Administrator and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Applicable Servicing Criteria other than those specified by the Company pursuant to Section 4.26Subservicer, the Servicer and the Issuer on the date of such appointment.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 1st of each calendar year, commencing in 2008, the Company Servicer shall: (i) deliver to the PurchaserMaster Servicer, any Master Servicer the Depositor and any Depositor the Securities Administrator a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such the Depositor) regarding the Company's Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such the Depositor and signed by an authorized officer of the Company Servicer, and shall address each all of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoH; (ii) deliver to the PurchaserMaster Servicer, any Master Servicer the Depositor and any Depositor the Securities Administrator a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such the Depositor that attests to, and reports on, the assessment of compliance made by the Company 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 of 1933, as amended (the “Securities Act”) and the Exchange Act; (iii) cause (x) each Subservicer, and (y) each Subcontractor, Subcontractor determined by the Company Servicer pursuant to Section 4.26(b7.04(c) to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation ABAB and for which the Servicer does not elect to take responsibility for assessing compliance with the Servicing Criteria in accordance with Regulation AB Telephone Interpretation 17.06, to deliver to the Purchaser Master Servicer, the Depositor and such Depositor the Securities Administrator an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (a) and (b) of this Section 6.06Section; and (iv) if requested by the PurchaserMaster Servicer, any Master Servicer and any the Depositor or the Securities Administrator not later than February 1 28th of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor the Depositor, the Securities Administrator 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 XxxxxxxxSxxxxxxx-Xxxxx Act of 20022002 (“Sxxxxxxx-Xxxxx”)) on behalf of an asset-backed issuer the Trust Fund with respect to the transaction relating to this Agreement a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. F. The Company Servicer acknowledges that the parties identified in clause (iva)(iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of Neither the Purchaser, any Master Servicer nor any the Depositor will request delivery of a certification under clause (iva)(iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each the Trust Fund. (b) In the case of a Subservicer appointed subsequent to this Agreement, each assessment of compliance provided by a such Subservicer pursuant to Section 6.06(i5.05(a)(i) shall address each all of the Servicing Criteria specified substantially in the form of Exhibit G H hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii5.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.267.04.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (i) On or before March 1 of each calendar year, commencing in 2007, the Company Servicer shall: (i) 1. deliver to the PurchaserSecurities Administrator, any Master Servicer the Insurer and any the Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer Securities Administrator and such Depositor) regarding the Company's Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer Securities Administrator and such the Depositor and signed by an authorized officer of the Company Servicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified in Exhibit 4 hereto on a certification substantially in the form of Exhibit G hereto3 hereto delivered to the Securities Administrator concurrently with the execution of this Agreement; (ii) 2. deliver to the PurchaserSecurities Administrator, any Master Servicer the Insurer and any the Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer Securities Administrator and such the Depositor that attests to, and reports on, the assessment of compliance made by the Company 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) 3. cause each Subservicer, and each Subcontractor, Subcontractor determined by the Company Servicer pursuant to Section 4.26(b) 2.29 to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser Securities Administrator and such the Depositor an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (i) and (ii) of this Section 6.06Section; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, 4. deliver to the PurchaserSecurities Administrator, any Master Servicer, any the Depositor 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 XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to the Depositor a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. 3; provided that, except to the extent legally required, such certification delivered by the Servicer may not be filed as an exhibit to, or included in, any offering document or registration statement. The Company Servicer acknowledges that the parties identified in clause (ivi)(4) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of Neither the Purchaser, any Master Servicer Securities Administrator nor any Depositor will request delivery of a certification under clause (ivi)(4) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Issuer and the assets included in the Trust Estate. (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i2.25(i)(1) shall address each of the Servicing Criteria specified in Exhibit 4 hereto on a certification substantially in the form of Exhibit G 3 hereto delivered to the Purchaser at Securities Administrator concurrently with the time execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii2.25(i)(3) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.262.29. (iii) Unless and until a Form 15 Suspension Notice shall have been filed, the Servicer shall provide to the Securities Administrator within (i) five (5) calendar days of the related Payment Date (or if not a Business Day, the immediately preceding Business Day), with respect to any items to be reported on Form 10-D, (ii) within three (3) Business Days after the occurrence of an event requiring disclosure on Form 8-K, and (iii) prior to March 1st of each year with respect to any items to be reported on Form 10-K, in each case as is set forth in Exhibit 5 as the Servicer being the party responsible for providing such information. (iv) The Servicer shall indemnify and hold harmless, and cause each Subservicer to indemnify and hold harmless, the Depositor, the Insurer, the Sponsor, the Indenture Trustee, the Securities Administrator and their respective officers, directors, agents and affiliates, and such affiliates’ officers, directors and agents (any such person, an “Indemnified Party”) from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under Section 2.24 or this Section 2.25, or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnified Party as a result of the losses, claims, damages or liabilities of the Indemnified Party in such proportion as is appropriate to reflect the relative fault of the Indemnified Party on the one hand and the Servicer in the other in connection with a breach of the Servicer’s obligations under Section 2.24 or this Section 2.25, or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, (i) Using reasonable best efforts on or before March 1 1, but in no event later than March 15, of each calendar year, commencing in 2007, the Company shall: (iA) deliver to the Purchaser, any Master Servicer Purchaser and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer Purchaser and such Depositor) regarding the Company's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer Purchaser and such Depositor and signed by an authorized officer of the Company Company, and shall address each of the "Applicable Servicing Criteria" Criteria specified on a certification substantially in the form of Exhibit G heretoB hereto delivered to the Purchaser concurrently with the execution of this Agreement; (iiB) deliver to the Purchaser, any Master Servicer Purchaser and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer Purchaser and such Depositor that attests to, and reports on, the assessment of compliance made by the Company 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; (iiiC) cause each Subservicer, Subservicer and each Subcontractor, Subcontractor determined by the Company pursuant to Section 4.26(b2(f)(ii) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation ABAB (each, a "Participating Entity"), to deliver to the Purchaser and such any Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (i) and (ii) of this Section 6.062(e); and (ivD) if requested by the Purchaser, any Master Servicer and Purchaser or any Depositor not later than February 1 March 15 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor 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, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. A. The Company acknowledges that the parties identified in clause (ivi)(D) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of Neither the Purchaser, any Master Servicer Purchaser nor any Depositor will request delivery of a certification under clause (ivi)(D) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. . (ii) Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i2(e)(i)(A) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G B hereto delivered to the Purchaser at concurrently with the time execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii2(e)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.262(f).

Report on Assessment of Compliance and Attestation. With respect (a) (I) For so long as the trust created by this Agreement is subject to any Mortgage Loans that are the subject reporting requirements of a Securitization Transactionthe Exchange Act, the Master Servicer shall, on or before March 1 15 of each calendar year, the Company shallcommencing in 2008: (i) deliver to the PurchaserSeller, any Master Servicer the Securities Administrator and any the Depositor a report (in form and substance reasonably satisfactory to the PurchaserSeller, such Master Servicer the Securities Administrator and such the Depositor) regarding the Company's Master Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserSeller, such Master Servicer the Securities Administrator and such the Depositor and signed by an authorized officer of the Company Master Servicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified on a certification substantially in the form of Exhibit G heretoJ hereto delivered to the Seller concurrently with the execution of this Agreement; (ii) deliver to the PurchaserSeller, any Master Servicer the Securities Administrator and any the Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer Seller and such the Depositor that attests to, and reports on, the assessment of compliance made by the Company Master 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; immediately upon receipt of such report, the Master Servicer shall, at its own expense, furnish a copy of such report to the Securities Administrator and each Rating Agency. Copies of such statement shall be provided by the Securities Administrator to any Certificateholder upon request, provided that such statement is delivered by the Master Servicer to the Securities Administrator; (iii) cause each Subservicer, and each Subcontractor, Subcontractor determined by the Company Applicable Servicer pursuant to Section 4.26(b) 14.06 to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser Seller, Securities Administrator and such the Depositor an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (a) and (b) of this Section 6.06Section; and (iv) if requested by the Purchaser, any Master Servicer and any Seller or the Depositor (such request to be made not later than February 1 of the calendar year in which such certification is to be delivered), deliver to the PurchaserSeller, any Master Servicer, any the Depositor 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, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. The Company acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.I-1; and

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2019, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoor such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. F or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None ASSIGNMENT No. [ ] OF RECEIVABLES IN AGGREGATE ADDITION ACCOUNTS INCLUDED IN AMERICAN EXPRESS ISSUANCE TRUST II (this “Assignment”), dated as of [ ],1 by and between AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION VIII LLC (“RFC VIII”), as transferor (the Purchaser“Transferor”), any Master Servicer nor any Depositor will request delivery of a certification under clause and AMERICAN EXPRESS ISSUANCE TRUST II (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer “Trust”), as issuer, pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered Transfer Agreement referred to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26below.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2007, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the CompanyIndenture Trustee's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoD or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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 Securities Exchange Act;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 Securities Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. C or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.[END OF ARTICLE XIV]

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2014, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoor such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. F or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 1st of each calendar year, commencing in 2007, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of Administration Agreement 50 the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in clause (iva)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under clause (iva)(iii) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With (a) Not later than, with respect to any Mortgage Loans calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust, 15 calendar days before each date on which that are the subject of annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Securitization Transaction, on or before March 1 of each calendar yearBusiness Day, the Company shall: (i) immediately preceding Business Day), the Securities Administrator shall deliver to the Purchaser, any Master Servicer Depositor and any Depositor a report (in form and substance reasonably satisfactory the Trustee an Assessment of Compliance with regard to the Purchaser, such Master Servicer and such Depositor) regarding the Company's assessment of compliance with the Servicing Criteria applicable to the Securities Administrator during the immediately preceding calendar year, as which assessment shall be substantially in the form of Exhibit K-1 hereto. (b) Not later than, with respect to any calendar year during which an annual report on Form 10-K is required under Rules 13a-18 and 15d-18 to be filed pursuant to Section 4.06(c) on behalf of the Exchange Act and Item 1122 of Regulation AB. Such Trust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), the Securities Administrator shall be addressed to the Purchaser, such Master Servicer and such Depositor and signed by an authorized officer of the Company and shall address each of the "Applicable Servicing Criteria" specified on Exhibit G hereto; (ii) deliver to the Purchaser, any Master Servicer Depositor and any Depositor a report of the Trustee an Accountant’s Attestation by a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor that attests to, and reports on, the assessment Assessment of compliance made by the Company 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 the Company Compliance pursuant to Section 4.26(b3.21(e) above. (c) If required by the Commission pursuant to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be deliveredthan, deliver to the Purchaser, any Master Servicer, any Depositor 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, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit H. The Company acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file calendar year during which an annual report on Form 10-K with respect is required to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer be filed pursuant to Section 6.06(i4.06(c) on behalf of the Trust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall address cause each Custodian to deliver to the Depositor, the Securities Administrator and the Trustee an Assessment of Compliance with regard to the Servicing Criteria specified applicable to such Custodian during the preceding calendar year, which assessment shall be substantially in the form of Exhibit G hereto K-2 hereto. (d) If required by the Commission pursuant to Regulation AB, not later than, with respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause each Custodian to deliver to the Depositor, the Securities Administrator and the Trustee an Accountant’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.21(c) above. (e) The Securities Administrator agrees to indemnify and hold harmless the Depositor, the Trustee and each Person, if any, who “controls” the Depositor or the Trustee within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Securities Administrator to deliver when required any Assessment of Compliance required of it pursuant to Section 3.21 or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.21(a); provided, however, that the failure of the Securities Administrator to deliver when required an Accountant’s Attestation will be deemed to be an event of default and will subject the Securities Administrator to removal pursuant to Section 8.17. Notwithstanding the foregoing, in no event shall the Securities Administrator be liable for any consequential, indirect or punitive damages pursuant to this Section 3.21. (f) Copies of the Assessments of Compliance and Accountant’s Attestations described in Section 3.21 (a) and (b) shall be provided by the Securities Administrator, at the expense of the Trust, to any Certificateholder, upon request, provided such statement is delivered to the Purchaser at Securities Administrator. The Assessments of Compliance and Accountant’s Attestations required pursuant to this Section 3.21 shall be delivered to the Trustee, the Securities Administrator and the Depositor, as applicable, by each party no later than March 15, 2007. (g) Each of the parties hereto acknowledges and agrees that the purpose of this Section 3.21 is to facilitate compliance by the Seller and the Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any Securitization Transaction orsuch amendments, interpretive advice or guidance, convention or consensus among active participants in the case asset-backed securities markets, advice of a Subservicer subsequently appointed as suchcounsel, on or prior otherwise in respect of the requirements of Regulation AB and the parties shall comply (to the date of such appointment. An assessment of compliance provided by extent practicable from a Subcontractor pursuant timing and information systems perspective and to Section 6.06(iii) need not address the extent that the requesting party will pay for any elements increased costs of the Servicing Criteria other than those specified Trustee caused by such request) with requests made by the Company pursuant Seller or the Depositor for delivery of additional or different information as the Seller or the Depositor may determine in good faith is necessary to Section 4.26comply with the provisions of Regulation AB.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 1st of each calendar year, commencing in 2007, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in clause (iva)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under clause (iva)(iii) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.Administration Agreement 44

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 of each calendar year, commencing in 2007, the Company Servicer shall: (i) deliver to the PurchaserOwner, any Master Servicer and any Depositor a report (in form and substance reasonably satisfactory to the PurchaserOwner, such Master Servicer and such Depositor) regarding the Company's Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserOwner, such Master Servicer and such Depositor and signed by an authorized officer of the Company Servicer, and shall address each of the "“Applicable Servicing Criteria" ” specified on Exhibit G heretoF hereto delivered to the Owner at the time of any Securitization Transaction; (ii) deliver to the PurchaserOwner, any Master Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the PurchaserOwner, such Master Servicer and such Depositor that attests to, and reports on, the assessment of compliance made by the Company Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-1 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, Subcontractor determined by the Company Servicer pursuant to Section 4.26(b12.06(b) to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, and, to the extent required of such Subservicer or Subcontractor under Item 1123 of Regulation AB, to deliver to the Purchaser Owner, any Master Servicer and such any Depositor an annual compliance certificate as and when provided by Section 12.04, and to deliver to the Owner, any Master Servicer and any Depositor an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (a) and (b) of this Section 6.06Section; and (iv) if requested by deliver, and cause each Subservicer and Subcontractor described in clause (iii) above to deliver, to the PurchaserOwner, any Depositor, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor 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, signed by the appropriate officer of the CompanyServicer, in the form attached hereto as Exhibit H. C. The Company Servicer acknowledges that the parties identified in clause (iva)(iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause . (ivb) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i12.05(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G C hereto delivered to the Purchaser at Owner concurrently with the time execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii12.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.2612.06.

Report on Assessment of Compliance and Attestation. With respect (a) To the extent that the Seller has agreed to any service the Mortgage Loans that are the subject of in connection with a Securitization Transaction, then on or before March 1 15 of each the calendar yearyear following the year in which the related Securitization Transaction closed, the Company Seller shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such any Master Servicer and such Depositor) regarding the CompanySeller's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor and signed by an authorized officer of the Company Seller, and shall address each of the "Applicable Servicing Criteria" Criteria specified on a certification substantially in the form of Exhibit G hereto15 hereto delivered to the Purchaser concurrently with the execution of this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor that attests to, and reports on, the assessment of compliance made by the Company Seller 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, Subcontractor determined by the Company Seller pursuant to Section 4.26(b12.08(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser Purchaser, any Master Servicer and such any Depositor an assessment of compliance and accountants' attestation as and when provided in paragraphs (a) and (b) of this Section 6.06Section; and (iv) if requested by the Purchaser, any Master Servicer deliver and any Depositor not later than February 1 of the calendar year cause each Subservicer and Subcontractor described in which such certification is clause (iii) to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor 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 XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a xxxxxxx xx x Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. 14. The Company Seller acknowledges that the parties identified in clause (iva)(iv) above may rely on the certification provided by the Company Seller pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor The Seller will request delivery of not be required to deliver a certification under clause (iva)(iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. . (b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i12.07(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G 15 hereto delivered to the Purchaser at concurrently with the time execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii12.07(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Seller pursuant to Section 4.2612.08.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of 15th and (b) 15 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2013, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoE or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. D or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 _________ of each calendar year, commencing in 200__, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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) Certification on behalf of an asset-backed issuer the Issuer with respect to a Securitization Transaction a certification, signed by this securitization transaction the appropriate officer of the Company, Annual Certification in the form attached hereto as Exhibit H. Attachment A. The Company Administrator acknowledges that the parties identified in clause (iva)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor The Issuer will not request delivery of a certification the reports, attestations or certifications, as applicable, under clause (iva) above with respect to any calendar year unless a Depositor or Master Servicer the Issuer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of for such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26calendar year.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2008, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoH or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. G or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on or before March 1 1st of each calendar year, commencing in 2007, the Company shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor and signed by an authorized officer of the Company Company, and shall address each of the "“Applicable Servicing Criteria" ” specified on Exhibit G heretohereto (or those Servicing Criteria otherwise mutually agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes Certification with respect to a Securitization Transaction in response to evolving interpretations of Regulation AB); (ii) deliver to the Purchaser, any Master Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor that attests to, and reports on, the assessment of compliance made by the Company 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 the Company pursuant to Section 4.26(b) to be "Subcontractor “participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser Purchaser, any Master Servicer and such any Depositor an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (i) and (ii) of this Section 6.06; and (iv) if requested by the Purchaserdeliver, any Master Servicer and any Depositor not later than February 1 of the calendar year cause each Subservicer and each Subcontractor described in which such certification is clause (iii) to be delivereddeliver, deliver to the Purchaser, any Master Servicer, any Depositor 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, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit H. E. The Company acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of Neither the Purchaser, any Master Servicer Purchaser nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at concurrently with the time execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.264.30.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 1st of each calendar year, commencing in 2008, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in clause (iva)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under clause (iva)(iii) above unless a the Depositor or Master Servicer Administration Agreement is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.Administration Agreement

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 of each calendar year, commencing in 2007, the Company Servicer shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Servicer’s or any Subservicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Transferor and signed by an authorized officer of the Company Servicer or the applicable Subservicer, and shall address each of the "Applicable relevant Servicing Criteria" specified on Criteria set forth in Exhibit G G, as may be amended from time to time by the parties hereto; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company 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 instruct each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Purchaser and such Depositor Transferor an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (a) and (b) of this Section 6.06Section; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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) Certification on behalf of an asset-backed issuer the Issuing Entity or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. F or such other form as may be mutually agreed upon. The Company Servicer acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause . (ivb) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(isubsection 13.04(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G hereto delivered to the Purchaser at Transferor concurrently with the time execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant pursuant to Section 6.06(iiisubsection 13.04(a)(iii) need needs not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.2613.05. (c) Within thirty (30) days of receipt, the Transferor shall provide a copy of all reports prepared and delivered pursuant to this Section 13.04 to each Note Rating Agency.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2013, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoor such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. F or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2007, the Company Servicer shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferors a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the CompanyServicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Transferors and signed by an authorized officer of the Company Servicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoK or such criteria as mutually agreed upon by the Transferors and the Servicer; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferors a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferors that attests to, and reports on, the assessment of compliance made by the Company 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Purchaser and such Depositor Transferors an assessment of compliance and accountants' attestation as and when provided in paragraphs (i) and (ii) of this Section 6.06Section; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferors 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) Certification on behalf of an asset-backed issuer the Trust or the Transferors with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. J. The Company Servicer acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause . (ivb) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i14.07(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G K hereto delivered to the Purchaser at Transferors upon reasonable request of the time Transferors after the execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 6.06(iii14.07(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.2614.08.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 [1] of each calendar year, commencing in 2007, the Company Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Seller a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the CompanyTrustee's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Seller and signed by an authorized officer of the Company Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoJ hereto or such criteria as mutually agreed upon by the Seller and the Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Seller a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Seller that attests to, and reports on, the assessment of compliance made by the Company Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Seller 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 XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer the Trust, National Xxxx Xxxxxx Xard Master Note Trust or the Seller with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. I or such form as mutually agreed upon by the Seller and the Trustee. The Company Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 15th of each calendar year, commencing in 2007, the Company Administrator shall: (ia) deliver to the Purchaser, any Master Servicer and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement; (iib) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (ivc) if requested by the PurchaserDepositor, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in clause (ivc) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under clause (ivc) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Financed Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2014, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoD or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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 Securities Exchange Act;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 Securities Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. C or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 1st of each calendar year, commencing in 2007, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Issuer 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, signed by the appropriate officer of the Company, Certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under clause (iviii) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 of each calendar year, commencing in 2007, the Company Custodian shall: (i) deliver to the PurchaserServicer, any Master Servicer the Trustee and any the Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the CompanyCustodian's assessment of compliance with the applicable Servicing Criteria (as more fully discussed below), during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserServicer, such Master Servicer the Trustee and such the Depositor and signed by an authorized officer of the Company Custodian, and shall address each of the "Applicable applicable Servicing Criteria" specified on Exhibit G hereto; (ii) deliver to the PurchaserServicer, any Master Servicer the Trustee and any the Depositor a report of a registered public accounting firm reasonably acceptable to the PurchaserServicer, such Master Servicer the Trustee and such the Depositor that attests to, and reports on, the assessment of compliance made by the Company Custodian 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iviii) if requested by the Purchaser, any Master Servicer and any or the Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any the Depositor 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 XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached xxx xxxx xxxxched hereto as Exhibit H. 7 (or as otherwise mutually agreed upon). The Company Custodian acknowledges that the parties identified in clause (iva)(iii) above may rely on the certification provided by the Company Custodian pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of Neither the Purchaser, any Master Servicer nor any the Depositor will request delivery of a certification under clause (iva)(iii) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With On or before the 60th day following the end of each fiscal year for the Issuer, (x) in the case of the Paying Agent beginning with the end of fiscal year 20[__] and (y) in the case of the Indenture Trustee, with respect to the end of any Mortgage Loans fiscal year during which it actually performed any activity in furtherance of its obligations under this Indenture or any Indenture Supplement that are addresses the subject Servicing Criteria (which, in the absence of a Securitization Transactioncontrary authority (including, on but not limited to, guidance from the Securities and Exchange Commission or before March 1 its staff), would be expected to occur only in certain instances following an Event of Default), each calendar yearof the Paying Agent and the Indenture Trustee, the Company as applicable, shall: (ia) deliver to the PurchaserIssuer, any Master the Transferor and the Servicer and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's its assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearfiscal year of the Issuer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer Issuer and such Depositor the Transferor and signed by an authorized officer a Responsible Officer of the Company Paying Agent or the Indenture Trustee, as applicable, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoB hereto or such criteria as mutually agreed upon by the Issuer and the Paying Agent or the Indenture Trustee, as applicable; (iib) deliver to the PurchaserIssuer, any Master the Transferor and the Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Paying Agent or the Indenture Trustee, as applicable, and delivered pursuant to the preceding paragraph. Such attestation report shall be in accordance with Rules 1-02(a)(3) 13a-18 and 2-02(g) 15d-18 of Regulation S-X under the Securities Exchange Act and the Exchange Act; (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; provided, to however, that the assessment of compliance required by paragraph (a) of this subsection and the attestation report required by this paragraph may be replaced, with the consent of the Issuer, by any similar assessment of compliance or attestation report using standards which are now or in the future in use by paying agents, or trustees, as applicable, in respect of comparable assets or which otherwise comply with any rule, regulation, “no-action” letter or similar guidance promulgated by the Commission; (c) deliver to the Purchaser Issuer, the Transferor and the Servicer, in furtherance of Item 1122(c) of Regulation AB, written information sufficient to allow the Transferor or the Servicer, in cases where the Paying Agent or the Indenture Trustee, as applicable, identifies any material instance of noncompliance with the Servicing Criteria in the report delivered pursuant to paragraph (a) of this subsection, to disclose in the related annual report on Form 10-K whether such Depositor an assessment material instance of compliance noncompliance relates to the Receivables or the Notes and accountants' attestation whether and to what extent the Paying Agent or the Indenture Trustee, as and when provided in this Section 6.06applicable, has instituted steps to remediate each such material instance of noncompliance; and (ivd) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, any Master Servicer, any Depositor the Transferor 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 the Issuer or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate any Vice President or more senior officer of the CompanyPaying Agent or the Indenture Trustee, as applicable, substantially in the form attached hereto as Exhibit H. The Company C or such form as mutually agreed upon by the Issuer and the Paying Agent or the Indenture Trustee, as applicable. Each of the Paying Agent and the Indenture Trustee acknowledges that each of the parties identified in clause paragraph (ivd) above of this subsection may rely on the certification provided by the Company it pursuant to such clause paragraph in signing a its own Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2013, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoD or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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 Securities Exchange Act;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 Securities Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. C or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 1st of each calendar year, commencing in 2008, the Company Servicer shall: (i) deliver to the PurchaserMaster Servicer, any Master Servicer the Depositor and any Depositor the Trustee a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such the Depositor) regarding the Company's Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such the Depositor and signed by an authorized officer of the Company Servicer, and shall address each all of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoH; (ii) deliver to the PurchaserMaster Servicer, any Master Servicer the Depositor and any Depositor the Trustee a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such the Depositor that attests to, and reports on, the assessment of compliance made by the Company 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 of 1933, as amended (the “Securities Act”) and the Exchange Act; (iii) cause each Subservicer, and each Subcontractor, Subcontractor determined by the Company Servicer pursuant to Section 4.26(b7.04(c) to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser Master Servicer, the Depositor and such Depositor the Trustee an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (a) and (b) of this Section 6.06Section; and (iv) if requested by the PurchaserMaster Servicer, any Master Servicer and any the Depositor or the Trustee not later than February 1 28th of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor the Depositor, the Trustee 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 20022002 (“Xxxxxxxx-Xxxxx”)) on behalf of an asset-backed issuer the Trust Fund with respect to the transaction relating to this Agreement a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. F. The Company Servicer acknowledges that the parties identified in clause (iva)(iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of Neither the Purchaser, any Master Servicer nor any the Depositor will request delivery of a certification under clause (iva)(iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each the Trust Fund. (b) In the case of a Subservicer appointed subsequent to this Agreement, each assessment of compliance provided by a such Subservicer pursuant to Section 6.06(i5.05(a)(i) shall address each all of the Servicing Criteria specified substantially in the form of Exhibit G H hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii5.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.267.04.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 of each calendar year, commencing in 2007, the Company Servicer shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Servicer’s or any Subservicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Transferor and signed by an authorized officer of the Company Servicer or the applicable Subservicer, and shall address each of the "Applicable relevant Servicing Criteria" specified on Criteria set forth in Exhibit G G, as may be amended from time to time by the parties hereto; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company 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 instruct each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Purchaser and such Depositor Transferor an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (a) and (b) of this Section 6.06Section; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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) Certification on behalf of an asset-backed issuer the Issuing Entity or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. F or such other form as may be mutually agreed upon. The Company Servicer acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause . (ivb) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i13.04(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G hereto delivered to the Purchaser at Transferor concurrently with the time execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant pursuant to Section 6.06(iii13.04(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.2613.05. (c) Within thirty (30) days of receipt, the Transferor shall provide a copy of all reports prepared and delivered pursuant to this Section 13.04 to each Note Rating Agency.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 1st of each calendar year, commencing in 2007, the Company Servicer shall: (i) deliver to the PurchaserMaster Servicer, any Master Servicer the Depositor and any Depositor the Securities Administrator a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such the Depositor) regarding the Company's Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such the Depositor and signed by an authorized officer of the Company Servicer, and shall address each all of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoH; (ii) deliver to the PurchaserMaster Servicer, any Master Servicer the Depositor and any Depositor the Securities Administrator a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such the Depositor that attests to, and reports on, the assessment of compliance made by the Company 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 of 1933, as amended (the “Securities Act”) and the Exchange Act; (iii) cause each Subservicer, and each Subcontractor, Subcontractor determined by the Company Servicer pursuant to Section 4.26(b7.04(c) to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser Master Servicer, the Depositor and such Depositor the Securities Administrator an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (a) and (b) of this Section 6.06Section; and (iv) if requested by the PurchaserMaster Servicer, any Master Servicer and any the Depositor or the Securities Administrator not later than February 1 28th of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor the Depositor, the Securities Administrator 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 20022002 (“Xxxxxxxx-Xxxxx”)) on behalf of an asset-backed issuer the Trust Fund with respect to the transaction relating to this Agreement a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. F. The Company Servicer acknowledges that the parties identified in clause (iva)(iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of Neither the Purchaser, any Master Servicer nor any the Depositor will request delivery of a certification under clause (iva)(iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each the Trust Fund. (b) In the case of a Subservicer appointed subsequent to this Agreement, each assessment of compliance provided by a such Subservicer pursuant to Section 6.06(i5.05(a)(i) shall address each all of the Servicing Criteria specified substantially in the form of Exhibit G H hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii5.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.267.04.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 20th of each calendar year, commencing in 2011, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearyear (or applicable portion thereof), as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement, incorporating any such changes as may be agreed to by the Depositor; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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, Sub-administrator and each Subcontractor, Subcontractor determined by the Company pursuant to Section 4.26(b) Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants' ’ attestation as and when provided in clauses (i) and (ii) of this Section 6.069.4; and (iv) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 1st of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, any Master Servicer, any Depositor 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, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in this clause (iva)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under this clause (iv) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans (a) (1) In the event that are TRS is not the subject of a Securitization TransactionServicer, then on or before the earlier of (a) March 1 of 31 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, and (2) in the Company event that TRS or an affiliate of TRS is the Servicer, then on or before the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2017, the Servicer shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferors a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Transferors and signed by an authorized officer of the Company Servicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoK or such criteria as mutually agreed upon by the Transferors and the Servicer; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferors a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferors that attests to, and reports on, the assessment of compliance made by the Company 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Purchaser and such Depositor Transferors an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (i) and (ii) of this Section 6.06Section; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferors 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) Certification on behalf of an asset-backed issuer the Trust or the Transferors with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. J. The Company Servicer acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause . (ivb) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i14.07(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G K hereto delivered to the Purchaser at Transferors upon reasonable request of the time Transferors after the execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 6.06(iii14.07(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.2614.08.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 20th of each calendar year, commencing in 20__, the Company Administrator shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such DepositorIssuer) regarding the Company's Administrator’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearyear (or applicable portion thereof), as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Issuer and signed by an authorized officer of the Company Administrator, and shall address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G heretothe certification substantially in the form of Attachment B attached to this Agreement, incorporating any such changes as may be agreed to by the Depositor; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Issuer a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Administrator and delivered pursuant to the preceding paragraph. Such , which 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, Sub-administrator and each Subcontractor, Subcontractor determined by the Company pursuant to Section 4.26(b) Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor Administrator, acting on behalf of the Issuer, an assessment of compliance and accountants' ’ attestation as and when provided in clauses (i) and (ii) of this Section 6.069.4; and (iv) if requested by the PurchaserAdministrator, any Master Servicer and any Depositor on behalf of the Issuer, not later than February 1 1st of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, any Master Servicer, any Depositor 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, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. Attachment A on behalf of the Issuer with respect to a securitization transaction. The Company Administrator acknowledges that the parties identified in this clause (iva)(iii) above may rely on the certification provided by the Company Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None The Administrator, on behalf of the PurchaserIssuer, any Master Servicer nor any Depositor will not request delivery of a certification under this clause (iv) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage the Trust Student Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 of each calendar year, commencing in 2007, the Company Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Transferor and signed by an authorized officer of the Company Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoK or such criteria as mutually agreed upon by the Transferor and the Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Trustee 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 Subservicerdeliver to the Transferor, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning furtherance of Item 1122 1122(c) of Regulation AB, written information sufficient to deliver allow the Transferor, in cases where the Trustee identifies any material instance of noncompliance with the Servicing Criteria in the report delivered pursuant to Section 14.04(i), to disclose in its related annual report on Form 10-K whether such material instance of noncompliance relates to the Purchaser Receivables or the Investor Certificates and whether and to what extent the Trustee has instituted steps to remediate each such Depositor an assessment material instance of compliance and accountants' attestation as and when provided in this Section 6.06noncompliance; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 assetthe Trust, Capital One Multi-backed issuer asset Execution Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. J or such form as mutually agreed upon by the Transferor and the Trustee. The Company Trustee acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With So long as the Depositor is required to file Exchange Act Reports with respect to any Mortgage Loans that are the subject of a Securitization TransactionIssuer, on or before March 1 15 of each calendar year, the Company shallcommencing in 2009: (ia) The Indenture Trustee shall deliver to the Purchaser, any Master Depositor and the Servicer and any Depositor a report (in form and substance reasonably satisfactory to of the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearyear (or since the Closing Date in the case of the first such report), as required set forth under Rules 13a-18 and 15d-18 of the Exchange Act (or any successor provisions) and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor and signed by an authorized officer of the Company Indenture Trustee and shall at a minimum address each of the "Applicable Servicing Criteria" Criteria specified on Exhibit G hereto;a certification substantially in the form of Appendix C hereto delivered to the Depositor concurrently with the execution of this Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Depositor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving the Indenture Trustee and that are backed by the same asset type backing the Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment and the attestation delivered pursuant to Section 10.5(b) below. (iib) The Indenture Trustee shall deliver to the Purchaser, any Master Depositor and the Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 13a-18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act;, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. (iiic) The Indenture Trustee shall cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, Reporting Subcontractor to deliver to the Purchaser Depositor and such Depositor the Servicer an assessment of compliance and accountants' accountant’s attestation as and when provided in this Section 6.06; and paragraphs (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rules 13a-14(da) and 15d-14(d(b) 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, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit H. The Company acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointmentthis Section. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Indenture Trustee pursuant to Section 4.2610.5(a). (d) In the event the Indenture Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information pursuant to this Section 10.5 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust or the Receivables.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 201[_], the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoD or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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 Securities Exchange Act;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 Securities Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. C or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2008, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoD or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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 Securities Exchange Act;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 Securities Exchange Act (pursuant to Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. C or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 the 60th day following the end of each calendar yearfiscal year of the Trust and BA Credit Card Trust, commencing in 2006, the Company Trustee shall: (i) deliver to the Purchaser, any Master Seller and the Servicer and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar fiscal year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB; provided, however, that solely with respect to the fiscal year ending June 30, 2006, the Trustee may deliver a report with regard to the period from and including February 1, 2006 to and including June 30, 2006 only. Such report shall be addressed to the Purchaser, such Master Seller and the Servicer and such Depositor and signed by an authorized officer of the Company Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G hereto;E hereto or such criteria as mutually agreed upon by the Seller, the Servicer and the Trustee. (ii) deliver to the Purchaser, any Master Seller and the Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Seller and the Servicer and such Depositor that attests to, and reports on, the assessment of compliance made by the Company Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by Seller, the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor 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 the Trust, BA Credit Card Trust or the Seller with respect to a Securitization Transaction a certification, signed by the appropriate any Vice President or more senior officer of the CompanyTrustee, substantially in the form attached hereto as Exhibit H. D or such form as mutually agreed upon by the Seller, the Servicer and the Trustee. The Company Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With (a) Not later than, with respect to any Mortgage Loans calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust, 15 calendar days before each date on which that are the subject of annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Securitization Transaction, on or before March 1 of each calendar yearBusiness Day, the Company shall: (i) immediately preceding Business Day), the Securities Administrator shall deliver to the Purchaser, any Master Servicer Depositor and any Depositor a report (in form and substance reasonably satisfactory the Trustee an Assessment of Compliance with regard to the Purchaser, such Master Servicer and such Depositor) regarding the Company's assessment of compliance with the Servicing Criteria applicable to the Securities Administrator during the immediately preceding calendar year, as which assessment shall be substantially in the form of Exhibit K-1 hereto. (b) Not later than, with respect to any calendar year during which an annual report on Form 10-K is required under Rules 13a-18 and 15d-18 to be filed pursuant to Section 4.06(c) on behalf of the Exchange Act and Item 1122 of Regulation AB. Such Trust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), the Securities Administrator shall be addressed to the Purchaser, such Master Servicer and such Depositor and signed by an authorized officer of the Company and shall address each of the "Applicable Servicing Criteria" specified on Exhibit G hereto; (ii) deliver to the Purchaser, any Master Servicer Depositor and any Depositor a report of the Trustee an Accountant’s Attestation by a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor that attests to, and reports on, the assessment Assessment of compliance made by the Company 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 the Company Compliance pursuant to Section 4.26(b3.21(e) above. (c) If required by the Commission pursuant to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be deliveredthan, deliver to the Purchaser, any Master Servicer, any Depositor 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, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit H. The Company acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file calendar year during which an annual report on Form 10-K with respect is required to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer be filed pursuant to Section 6.06(i4.06(c) on behalf of the Trust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall address cause each Custodian to deliver to the Depositor, the Securities Administrator and the Trustee an Assessment of Compliance with regard to the Servicing Criteria specified applicable to such Custodian during the preceding calendar year, which assessment shall be substantially in the form of Exhibit G hereto K-2 hereto. (d) If required by the Commission pursuant to Regulation AB, not later than, with respect to any calendar year during which an annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) on behalf of the Trust, 15 calendar days before each date on which that annual report on Form 10-K is required to be filed pursuant to Section 4.06(c) (or if such day is not a Business Day, the immediately preceding Business Day), the Depositor shall cause each Custodian to deliver to the Depositor, the Securities Administrator and the Trustee an Accountant’s Attestation by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance pursuant to Section 3.21(c) above. (e) The Securities Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Securities Administrator to deliver when required any Assessment of Compliance required of it pursuant to Section 3.21 or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.21(a); provided, however, that the failure of the Securities Administrator to deliver when required an Accountant’s Attestation will be deemed to be an event of default and will subject the Securities Administrator to removal pursuant to Section 8.17. Notwithstanding the foregoing, in no event shall the Securities Administrator be liable for any consequential, indirect or punitive damages pursuant to this Section 3.21. (f) Copies of the Assessments of Compliance and Accountant’s Attestations described in Section 3.21 (a) and (b) shall be provided by the Securities Administrator, at the expense of the Trust, to any Certificateholder, upon request, provided such statement is delivered to the Purchaser at Securities Administrator. The Assessments of Compliance and Accountant’s Attestations required pursuant to this Section 3.21 shall be delivered to the Trustee, the Securities Administrator and the Depositor, as applicable, by each party no later than March 15, 2007. (g) Each of the parties hereto acknowledges and agrees that the purpose of this Section 3.21 is to facilitate compliance by the Seller and the Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any Securitization Transaction orsuch amendments, interpretive advice or guidance, convention or consensus among active participants in the case asset-backed securities markets, advice of a Subservicer subsequently appointed as suchcounsel, on or prior otherwise in respect of the requirements of Regulation AB and the parties shall comply (to the date of such appointment. An assessment of compliance provided by extent practicable from a Subcontractor pursuant timing and information systems perspective and to Section 6.06(iii) need not address the extent that the requesting party will pay for any elements increased costs of the Servicing Criteria other than those specified Trustee caused by such request) with requests made by the Company pursuant Seller or the Depositor for delivery of additional or different information as the Seller or the Depositor may determine in good faith is necessary to Section 4.26comply with the provisions of Regulation AB.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans (a) (1) In the event that are TRS is not the subject of a Securitization TransactionServicer, then on or before the earlier of (a) March 1 of 31 and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, and (2) in the Company event that TRS or an affiliate of TRS is the Servicer, then on or before the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2019, the Servicer shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferors a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Transferors and signed by an authorized officer of the Company Servicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoK or such criteria as mutually agreed upon by the Transferors and the Servicer; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferors a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferors that attests to, and reports on, the assessment of compliance made by the Company 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Purchaser and such Depositor Transferors an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (i) and (ii) of this Section 6.06Section; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferors 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) Certification on behalf of an asset-backed issuer the Trust or the Transferors with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. J. The Company Servicer acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause . (ivb) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i14.07(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G K hereto delivered to the Purchaser at Transferors upon reasonable request of the time Transferors after the execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 6.06(iii14.07(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.2614.08.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2019, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoD or such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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 Securities Exchange Act;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 Securities Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. C or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 the 60th day following the end of each calendar yearfiscal year for the Issuer, beginning with the end of fiscal year 2024, the Company Indenture Trustee shall: (ia) deliver to the PurchaserIssuer, any Master the Transferor and the Servicer and any Depositor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's its assessment of compliance with the Servicing Criteria during the immediately preceding calendar yearfiscal year of the Issuer, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer Issuer and such Depositor the Transferor and signed by an authorized a senior officer of the Company Indenture Trustee and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoB hereto or such criteria as mutually agreed upon by the Issuer and the Indenture Trustee, as applicable; (iib) deliver to the PurchaserIssuer, any Master the Transferor and the Servicer and any Depositor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Issuer that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee, as applicable, and delivered pursuant to the preceding paragraph. Such attestation report shall be in accordance with Rules 1-02(a)(3) 13a-18 and 2-02(g) 15d-18 of Regulation S-X under the Securities Exchange Act and the Exchange Act; (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; provided, to however, that the assessment of compliance required by paragraph (a) of this subsection and the attestation report required by this paragraph may be replaced, with the consent of the Issuer, by any similar assessment of compliance or attestation report using standards which are now or in the future in use by paying agents, or trustees, as applicable, in respect of comparable assets or which otherwise comply with any rule, regulation, “no-action” letter or similar guidance promulgated by the Commission; (c) deliver to the Purchaser Issuer, the Transferor and the Servicer, in furtherance of Item 1122(c) of Regulation AB, written information sufficient to allow the Transferor or the Servicer, in cases where the Indenture Trustee identifies any material instance of noncompliance with the Servicing Criteria in the report delivered pursuant to paragraph (a) of this subsection, to disclose in the related annual report on Form 10-K whether such Depositor an assessment material instance of compliance noncompliance relates to the Receivables or the Notes and accountants' attestation as whether and when provided in this Section 6.06to what extent the Indenture Trustee has instituted steps to remediate each such material instance of noncompliance; and (ivd) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the PurchaserIssuer, any Master Servicer, any Depositor the Transferor 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 the Issuer or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate any Vice President or more senior officer of the CompanyIndenture Trustee, substantially in the form attached hereto as Exhibit H. C or such form as mutually agreed upon by the Issuer and the Indenture Trustee. The Company Indenture Trustee acknowledges that each of the parties identified in clause paragraph (ivd) above of this subsection may rely on the certification provided by the Company it pursuant to such clause paragraph in signing a its own Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2007, the Company Servicer shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the CompanyServicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Transferor and signed by an authorized officer of the Company Servicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoJ or such criteria as mutually agreed upon by the Transferor and the Servicer; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Purchaser and such Depositor Transferor an assessment of compliance and accountants' attestation as and when provided in paragraphs (i) and (ii) of this Section 6.06Section; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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) Certification on behalf of an asset-backed issuer the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. I. The Company Servicer acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause . (ivb) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i13.7(a)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G K hereto delivered to the Purchaser at Transferors upon reasonable request of the time Transferor after the execution of any Securitization Transaction this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 6.06(iii13.7(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.2613.8.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before the earlier of (a) March 1 of and (b) 30 days prior to the date on which the Trust is required to file the report on Form 10-K in each calendar year, commencing in 2019, the Company Indenture Trustee shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserTransferor or the Servicer, such Master Servicer and such Depositor as applicable, and signed by an authorized officer of the Company Indenture Trustee, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoor such criteria as mutually agreed upon by the Transferor and the Indenture Trustee; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company Indenture Trustee 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;; and (iii) cause each Subservicer, and each Subcontractor, determined by the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such Depositor an assessment of compliance and accountants' attestation as and when provided in this Section 6.06; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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 the Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification substantially in the form attached hereto as Exhibit H. F or such form as mutually agreed upon by the Transferor and the Indenture Trustee. The Company Indenture Trustee acknowledges that the parties identified in clause (iviii) above may rely on the certification provided by the Company Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria specified substantially in the form of Exhibit G hereto delivered to the Purchaser at the time of any Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii) need not address any elements of the Servicing Criteria other than those specified by the Company pursuant to Section 4.26.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on (a) On or before March 1 10 (or such other date as specified in the related Outstanding Agreement) of each calendar year, the Company Subservicer shall: (i) with respect to Securitization Transactions subject to Regulation AB: (A) deliver to the PurchaserCompany, any Master Servicer the applicable Owner and any Depositor applicable Depositor, a report (in form and substance reasonably satisfactory to the PurchaserCompany, such Master Servicer the Owner and such the Depositor) regarding the Company's Subservicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the PurchaserCompany, such Master Servicer the Owner and such Depositor and signed by an authorized officer of the Company Subservicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified on a certification substantially in the form of Exhibit G heretoB hereto delivered to the Company on the date hereof with respect to each Outstanding Agreement, except if a certification is delivered concurrently with the execution of a new Outstanding Agreement, such report shall address the Servicing Criteria specified in such certification; (iiB) deliver to the PurchaserCompany, any Master Servicer the applicable Owner and any applicable Depositor a report of a registered public accounting firm reasonably acceptable to the PurchaserCompany, such Master Servicer the Owner and such Depositor that attests to, and reports on, the assessment of compliance made by the Company Subservicer 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; (iiiC) cause each SubservicerSub-subservicer, and each Subcontractor, Subcontractor determined by the Company Subservicer pursuant to Section 4.26(b6.6(b) to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser Company, the Owner and such the Depositor an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (a) and (b) of this Section 6.06Section; and (ivD) if requested by the Purchaser, any Master Servicer and any Depositor Company not later than February 1 March 10 (or such other date as specified in the related Outstanding Agreement) of the calendar year in which such certification is to be delivered, deliver to the PurchaserCompany, any Master Servicerthe Owner, any the Depositor and any other Person 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, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. C. The Company Subservicer acknowledges that the parties identified in clause (iva)(i)(D) above may rely on the certification provided by the Company Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor The Subservicer will request delivery of not be required to deliver a certification under clause (iva)(i)(D) above unless a the Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. (ii) with respect to Securitization Transactions not subject to Regulation AB, and to any Whole Loan Transfer, as applicable: (A) deliver to the Company a report (in form and substance reasonably satisfactory to the Company) regarding the Subservicer’s assessment of servicing during the immediately preceding calendar year. Such report shall be addressed to the Company and signed by an authorized officer of the Subservicer; (B) deliver to the Company a report of a registered public accounting firm reasonably acceptable to the Company, that attests to, and reports on, the assessment of compliance made by the Subservicer and delivered pursuant to the preceding paragraph; (C) if requested by the Company not later than March 10 of the calendar year in which such certification is to be delivered, deliver to the Company with respect to a Securitization Transaction a certification in the form attached hereto as Exhibit C. (b) Each assessment of compliance provided by a Subservicer Sub-subservicer pursuant to Section 6.06(i6.5(a)(i)(A) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G B hereto delivered to the Purchaser at Company on the time date hereof with respect to each Outstanding Agreement (except if a certification is delivered concurrently with the execution of any Securitization Transaction a new Outstanding Agreement, such assessment of compliance shall address the Servicing Criteria specified in such certification) or, in the case of a Subservicer Sub-subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 6.06(iii6.5(a)(i)(C) need not address any elements of the Servicing Criteria other than those specified by the Company Subservicer pursuant to Section 4.266.6.

Report on Assessment of Compliance and Attestation. With respect to any Mortgage Loans that are the subject of a Securitization Transaction, on On or before March 1 the 60th day following the end of each calendar yearfiscal year of the Trust and BA Credit Card Trust, commencing in 2006, the Company Servicer shall: (i) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report (in form and substance reasonably satisfactory to the Purchaser, such Master Servicer and such Depositor) regarding the Company's Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, such Master Servicer and such Depositor Transferor and signed by an authorized officer of the Company Servicer, and shall address each of the "Applicable Servicing Criteria" Criteria specified on in Exhibit G heretoE or such criteria as mutually agreed upon by the Transferor and the Servicer; (ii) deliver to the Purchaser, any Master Servicer and any Depositor Transferor a report of a registered public accounting firm reasonably acceptable to the Purchaser, such Master Servicer and such Depositor Transferor that attests to, and reports on, the assessment of compliance made by the Company 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 the Company pursuant to Section 4.26(b) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, Servicing Participant to deliver to the Purchaser and such Depositor Transferor an assessment of compliance and accountants' ’ attestation as and when provided in paragraphs (i) and (ii) of this Section 6.06subsection; and (iv) if requested by the Purchaser, any Master Servicer and any Depositor not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the Purchaser, any Master Servicer, any Depositor Transferor 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) Certification on behalf of an asset-backed issuer the Trust, BA Credit Card Trust or the Transferor with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, certification in the form attached hereto as Exhibit H. D. The Company Servicer acknowledges that the parties identified in clause (iv) above may rely on the certification provided by the Company Servicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. None of the Purchaser, any Master Servicer nor any Depositor will request delivery of a certification under clause (iv) above unless a Depositor or Master Servicer is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(isubsection 23(f)(i) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G E hereto delivered to the Purchaser at Transferor upon reasonable request of the time Transferor after the execution of any Securitization Transaction the Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor Servicing Participant (other than the Servicer or any Subservicer) pursuant to Section 6.06(iiisubsection 23(f)(iii) need not address any elements of the Servicing Criteria other than those specified by the Company Servicer pursuant to Section 4.26subsection 23(g).