SELLER 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)
DELIVER TO THE 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 SARBANES-OXLEY
ACT) ON BEHALF OF THE ISSUER OR THE SELLER, A BACK-UP CERTIFICATION
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT B OR SUCH FORM AS MUTUALLY
AGREED UPON BY THE SELLER AND THE INDENTURE TRUSTEE; AND
(IV)
DELIVER TO THE SELLER THE CERTIFICATION SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT C OR SUCH OTHER FORM AS IS MUTUALLY AGREED UPON BY THE SELLER
AND THE INDENTURE TRUSTEE REGARDING ANY AFFILIATIONS OR RELATIONSHIPS (AS
DESCRIBED IN ITEM 1119 OF REGULATION AB) BETWEEN THE INDENTURE TRUSTEE AND ANY
ITEM 1119 PARTY AND ANY FORM 10-D DISCLOSURE ITEM; PROVIDED, THAT, SUCH
NOTIFICATION NEED ONLY BE MADE IF THE AFFILIATION OR RELATIONSHIPS HAVE CHANGED
BETWEEN THE INDENTURE TRUSTEE AND ANY ITEM 1119 PARTY.
22
The Indenture Trustee acknowledges that the parties identified in clause (iii)
above may rely on the certification provided by the Indenture Trustee pursuant
to such clause in signing a Sarbanes Certification and filing such with the
Commission.
(C)
THE INDENTURE TRUSTEE SHALL PROVIDE THE SELLER AND THE SERVICER (EACH, A
"TRANSACTION PARTY" AND, COLLECTIVELY, THE "TRANSACTION PARTIES") WITH (I)
NOTIFICATION, AS SOON AS PRACTICABLE AND IN ANY EVENT WITHIN TEN BUSINESS DAYS
OF ALL DEMANDS COMMUNICATED TO THE INDENTURE TRUSTEE FOR THE REPURCHASE OR
REPLACEMENT OF ANY RECEIVABLE PURSUANT TO DEMANDS UNDER THE TRANSACTION
DOCUMENTS AND (II) PROMPTLY UPON REQUEST BY A TRANSACTION PARTY, ANY OTHER
INFORMATION REASONABLY REQUESTED BY A TRANSACTION PARTY TO FACILITATE COMPLIANCE
BY THE TRANSACTION PARTIES WITH RULE 15GA-1 UNDER THE EXCHANGE ACT AND
ITEMS 1104(E) AND 1121(C) OF REGULATION AB. IN NO EVENT SHALL THE INDENTURE
TRUSTEE BE DEEMED TO BE A "SECURITIZER" AS DEFINED IN SECTION 15G(A) OF THE
EXCHANGE ACT NOR SHALL IT HAVE ANY RESPONSIBILITY FOR MAKING ANY FILING TO BE
MADE BY A SECURITIZER UNDER THE EXCHANGE ACT OR REGULATION AB. THE TRANSACTION
PARTIES HEREBY ACKNOWLEDGE AND AGREED THAT THE INDENTURE TRUSTEE'S REPORTING IS
LIMITED TO INFORMATION THAT IT HAS RECEIVED OR ACQUIRED SOLELY IN ITS CAPACITY
AS INDENTURE TRUSTEE UNDER THIS AGREEMENT AND THE INDENTURE AND NOT IN ANY OTHER
CAPACITY. THE TRANSACTION PARTIES FURTHER HEREBY ACKNOWLEDGE AND AGREE THAT,
OTHER THAN ANY EXPRESS DUTIES OR RESPONSIBILITIES AS TRUSTEE UNDER THE
TRANSACTION DOCUMENTS, THE INDENTURE TRUSTEE HAS NO DUTY OR OBLIGATION TO
UNDERTAKE ANY INVESTIGATION OR INQUIRY RELATED TO REPURCHASE DEMAND ACTIVITY IN
CONNECTION WITH ANY TRANSACTION DOCUMENTS, AND NO OBLIGATIONS OR DUTIES ARE
OTHERWISE IMPLIED BY THIS SECTION.
SECTION 8.20
Form 8-K Filings. So long as the Seller is filing Exchange Act
Reports with respect to the Issuer, the Indenture Trustee shall promptly notify
the Seller, but in no event later than