**EXHIBIT 33.1**

**Certification Regarding Compliance with ApplicableServicing Criteria**

1.                                       New Holland Credit Company, LLC (“NewHolland”) is responsible for assessing compliance with the servicing criteriaapplicable to it under paragraph (d) of Item 1122 of Regulation AB, as of andfor the 12-month period ending December 31, 2006 (the “Reporting Period”), asset forth in Appendix A hereto.  Thetransactions covered by this report include asset-backed securitiestransactions for which New Holland acted as servicer involving equipmentreceivables,****other than transactions registered prior to compliance with Regulation AB(the “Platform”);

2.                                       New Holland has engaged certain vendors(the “Vendors”) to perform specific, limited or scripted activities, and NewHolland elects to take responsibility for assessing compliance with theservicing criteria or portion of the servicing criteria applicable to suchVendors’ activities as set forth in Appendix A hereto;

3.                                       Except as set forth in paragraph 4 below,New Holland used the criteria set forth in paragraph (d) of Item 1122 ofRegulation AB to assess the compliance with the applicable servicing criteria;

4.                                       The criteria listed in the column titled “InapplicableServicing Criteria” on Appendix A hereto are inapplicable to New Holland basedon the activities it performs, directly or through its Vendors, with respect tothe Platform;

5.                                       New Holland has complied, in all materialrespects, with the applicable servicing criteria as of December 31, 2006 andfor the Reporting Period****with respectto the Platform taken as a whole except as set forth in Appendix B.

6.                                       New Holland has not identified and is notaware of any material instance of noncompliance by the Vendors with theapplicable servicing criteria as of December 31, 2006 and for the ReportingPeriod with respect to the Platform taken as a whole;

7.                                       New Holland has not identified anymaterial deficiency in its policies and procedures to monitor the compliance bythe Vendors with the applicable servicing criteria as of December 31, 2006 andfor the Reporting Period with respect to the Platform taken as a whole**;**and

8.                                       Deloitte & Touche LLP, an independentregistered public accounting firm, has issued an attestation report on NewHolland’s assessment of compliance with the applicable servicing criteria as ofDecember 31, 2006 and for the Reporting Period.

March 29, 2007
|        | New Holland Credit Company, LLC |
|--------|---------------------------------|
|   |                            |
|   | By:                             | /s/ Brian J.  O’Keane |   |
|   |                            | Name: | Brian J. O’Keane |
|   |                            | Title: | Treasurer |
|        |                                 |  |  |  |

 

----

APPENDIX A
| SERVICING  CRITERIA | ** ** | **APPLICABLE   SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                            | ** ** | **INAPPLICABLE  SERVICING   CRITERIA**   |
|---------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------|
| **Reference**       | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | **Performed  Directly  by  New Holland** | ** ** | **Performed by  Vendor(s) for which New Holland is the Responsible Party** | ** ** | **NOT performed by New Holland or by  subservicer(s) or vendor(s) retained by New Holland** |
|                | ** ** | **General  Servicing Considerations**                                                                                                                                                                                                                                                                                                                                                          |       |                                     |   |   |   |   |   |   |
|                | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                     |       |                                     |   |   |   |   |   |   |
| 1122(d)(1)(i)       |       | Policies and procedures are instituted to monitor  any performance or other triggers and events of default in accordance with  the transaction agreements.                                                                                                                                                                                                                                     | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(1)(ii)      |       | If any material servicing activities are outsourced  to third parties, policies and procedures are instituted to monitor the third  party’s performance and compliance with such servicing activities.                                                                                                                                                                                    | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(1)(iii)     |       | Any requirements in the transaction agreements to  maintain a back-up servicer for the pool assets are maintained.                                                                                                                                                                                                                                                                             | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(1)(iv)      |       | A fidelity bond and errors and omissions policy is  in effect on the party participating in the servicing function throughout the  reporting period in the amount of coverage required by and otherwise in  accordance with the terms of the transaction agreements.                                                                                                                           | ** ** | ** **                               | ** ** | ** ** | ** ** | **X** | ** ** | ** ** |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|                | ** ** | **Cash  Collection and Administration**                                                                                                                                                                                                                                                                                                                                                        | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|                | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                     | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(i)       |       | Payments on pool assets are deposited into the  appropriate custodial bank accounts and related bank clearing accounts no  more than two business days of receipt, or such other number of days  specified in the transaction agreements.                                                                                                                                                      | ** ** | **X**                                    | ** ** | **X** | ** ** | ** ** | ** ** | ** ** |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(ii)      |       | Disbursements made via wire transfer on behalf of an  obligor or to an investor are made only by authorized personnel.                                                                                                                                                                                                                                                                         | ** ** | ** **                               | ** ** | ** ** | ** ** | **X** | ** ** | ** ** |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(iii)     |       | Advances of funds or guarantees regarding collections,  cash flows or distributions, and any interest or other fees charged for such  advances, are made, reviewed and approved as specified in the transaction  agreements.                                                                                                                                                                   | ** ** | ** **                               | ** ** | ** ** | ** ** | **X** | ** ** | ** ** |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(iv)      |       | The related accounts for the transaction, such as  cash reserve accounts or accounts established as a form of  overcollateralization, are separately maintained (e.g., with respect to  commingling of cash) as set forth in the transaction agreements.                                                                                                                                       | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(v)       |       | Each custodial account is maintained at a federally  insured depository institution as set forth in the transaction agreements.  For purposes of this criterion, “federally insured depository institution”  with respect to a foreign financial institution means a foreign financial institution  that meets the requirements of Rule 13k-1(b)(1) of the Securities  Exchange Act. | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(2)(vi)      |       | Unissued checks are safeguarded so as to prevent  unauthorized access.                                                                                                                                                                                                                                                                                                                         | ** ** | ** **                               | ** ** | ** ** | ** ** | **X** | ** ** | ** ** |

 

----

 
| SERVICING CRITERIA | ** ** | **APPLICABLE   SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | **INAPPLICABLE  SERVICING   CRITERIA**   |
|--------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------|
| **Reference**      | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** | **Performed  Directly  by  New Holland** | ** ** | **Performed by  Vendor(s) for which New Holland is the Responsible Party** | ** ** | **NOT performed by New Holland or by  subservicer(s) or vendor(s) retained by New Holland** |
| 1122(d)(2)(vii)    |       | Reconciliations are prepared on a monthly basis for  all asset-backed securities related bank accounts, including custodial  accounts and related bank clearing accounts. These reconciliations are (A)  mathematically accurate; (B) prepared within 30 calendar days after the bank  statement cutoff date, or such other number of days specified in the  transaction agreements; (C) reviewed and approved by someone other than the  person who prepared the reconciliation; and (D) contain explanations for  reconciling items. These reconciling items are resolved within 90 calendar  days of their original identification, or such other number of days specified  in the transaction agreements. | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               | ** ** | **Investor  Remittances and Reporting**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(3)(i)      |       | Reports to investors, including those to be filed  with the Commission, are maintained in accordance with the transaction  agreements and applicable Commission requirements. Specifically, such reports  (A) are prepared in accordance with timeframes and other terms set forth in  the transaction agreements; (B) provide information calculated in accordance  with the terms specified in the transaction agreements; (C) are filed with  the Commission as required by its rules and regulations; and (D) agree with  investors’ or the trustee’s records as to the total unpaid principal balance  and number of pool assets serviced by the Servicer.                                     | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(3)(ii)     |       | Amounts due to investors are allocated and remitted  in accordance with timeframes, distribution priority and other terms set  forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(3)(iii)    |       | Disbursements made to an investor are posted within  two business days to the servicer’s investor records, or such other number of  days specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(3)(iv)     |       | Amounts remitted to investors per the investor  reports agree with cancelled checks, or other form of payment, or custodial bank  statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               | ** ** | **Pool  Asset Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(i)      |       | Collateral or security on pool assets is maintained  as required by the transaction agreements or related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **X**                                    | ** ** | **X** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(ii)     |       | Pool assets and related documents are safeguarded as  required by the transaction agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(iii)    |       | Any additions, removals or substitutions to the  asset pool are made, reviewed and approved in accordance with any conditions  or requirements in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(iv)     |       | Payments on pool assets, including any payoffs, made  in accordance with the related pool asset documents are posted to the  applicable servicer’s obligor records maintained no more than two business  days after receipt, or such other number of days specified in the transaction  agreements, and allocated to principal, interest or other items (e.g.,  escrow) in accordance with the related pool asset documents.                                                                                                                                                                                                                                                                             | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(v)      |       | The servicer’s records regarding the pool assets  agree with the servicer’s records with respect to an obligor’s unpaid  principal balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |

 

----

 
| SERVICING CRITERIA | ** ** | **APPLICABLE   SERVICING CRITERIA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | **INAPPLICABLE  SERVICING   CRITERIA**   |
|--------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------|
| **Reference**      | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ** ** | **Performed  Directly  by  New Holland** | ** ** | **Performed by  Vendor(s) for which New Holland is the Responsible Party** | ** ** | **NOT performed by New Holland or by  subservicer(s) or vendor(s) retained by New Holland** |
| 1122(d)(4)(vi)     |       | Changes with respect to the terms or status of an  obligor’s pool asset (e.g., loan modifications or re-agings) are made,  reviewed and approved by authorized personnel in accordance with the  transaction agreements and related pool asset documents.                                                                                                                                                                                                                                                                                                                                   | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(vii)    |       | Loss mitigation or recovery actions (e.g.,  forbearance plans, modifications and deeds in lieu of foreclosure,  foreclosures and repossessions, as applicable) are initiated, conducted and  concluded in accordance with the timeframes or other requirements established  by the transaction agreements.                                                                                                                                                                                                                                                                                       | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(viii)   |       | Records documenting collection efforts are  maintained during the period a pool asset is delinquent in accordance with  the transaction agreements. Such records are maintained on at least a monthly  basis, or such other period specified in the transaction agreements, and  describe the entity’s activities in monitoring delinquent pool assets  including, for example, phone calls, letters and payment rescheduling plans  in cases where delinquency is deemed temporary (e.g., illness or  unemployment).                                                                       | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(ix)     |       | Adjustments to interest rates or rates of return for  pool assets with variable rates are computed based on the related pool asset  documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(x)      |       | Regarding any funds held in trust for an obligor  (such as escrow accounts): (A) such funds are analyzed, in accordance with  the obligor’s pool asset documents, on at least an annual basis, or such  other period specified in the transaction agreements; (B) interest on such  funds is paid, or credited, to obligors in accordance with applicable pool  asset documents and state laws; and (C) such funds are returned to the obligor  within 30 calendar days of full repayment of the related pool asset, or such  other number of days specified in the transaction agreements. | ** ** | ** **                               | ** ** | ** ** | ** ** | **X** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(xi)     |       | Payments made on behalf of an obligor (such as tax  or insurance payments) are made on or before the related penalty or  expiration dates, as indicated on the appropriate bills or notices for such  payments, provided that such support has been received by the servicer at  least 30 calendar days prior to these dates, or such other number of days  specified in the transaction agreements.                                                                                                                                                                                             | ** ** | ** **                               | ** ** | ** ** | ** ** | **X** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(xii)    |       | Any late payment penalties in connection with any  payment to be made on behalf of an obligor are paid from the servicer’s funds  and not charged to the obligor, unless the late payment was due to the  obligor’s error or omission.                                                                                                                                                                                                                                                                                                                                                 | ** ** | ** **                               | ** ** | ** ** | ** ** | **X** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(xiii)   |       | Disbursements made on behalf of an obligor are  posted within two business days to the obligor’s records maintained by the  servicer, or such other number of days specified in the transaction  agreements.                                                                                                                                                                                                                                                                                                                                                                                | ** ** | ** **                               | ** ** | ** ** | ** ** | **X** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(xiv)    |       | Delinquencies, charge-offs and uncollectible  accounts are recognized and recorded in accordance with the transaction  agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
|               |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ** ** | ** **                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| 1122(d)(4)(xv)     |       | Any external enhancement or other support,  identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is  maintained as set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** | **X**                                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |

 

----

APPENDIX B

Material Instancesof Noncompliance:

New Holland Credit Company,LLC (the “Company”) has identified the following instances of materialnoncompliance with the applicable servicing criteria during the Reporting Period:

Regulation AB Item 1122(d)(2)(vii): Certain related bank clearing account reconciliations were not beingprepared within thirty calendar days after the bank statement cutoff date andcontained reconciling items that had not been resolved within ninety days oftheir original identification.  Certainsystem data unavailability caused several reconciliations to be completedbeyond the 30 day timeframe.  The Company has implemented variousescalation processes designed to increase the certainty that data is madeavailable on a timely basis and does not cause a delay in the reconciliationprocess.  The Company initiated a projectwhich will result in tighter controls on the enforcement of the 30 daycompletion policy and which is designed to increase the certainty thatreconciling items are cleared within 90 days of original identification.

Regulation AB Item 1122(d)(4)(iii): Certain removals from the asset pool were not being made in accordancewith certain requirements of the transaction agreements.  Two receivables with respect to which therewas a breach of representation and warranty at the time of sale wererepurchased from the related trust upon discovery of the breach.  The Company failed to provide the IndentureTrustee notice of the breach.  The Companyinitiated a process that is designed to increase the certainty that there willbe timely notice to the Indenture Trustee for any breach that would require arepurchase.

----