it in each of the
other Transaction Documents to which it is a party are true and correct in all
material respects as of the date(s) made.
INTENTIONALLY OMITTED.
SERVICING FEE; PAYMENT OF CERTAIN EXPENSES BY SERVICER; BACKUP SERVICER FEE.
ON
EACH DISTRIBUTION DATE, THE SERVICER SHALL BE ENTITLED TO RECEIVE OUT OF THE
COLLECTION ACCOUNT THE SERVICING FEE - SENIOR AND THE SERVICING FEE -
SUBORDINATE FOR THE RELATED COLLECTION PERIOD PURSUANT TO SECTION 9.5. THE
SERVICER SHALL BE REQUIRED TO PAY ALL EXPENSES INCURRED BY IT IN CONNECTION WITH
ITS ACTIVITIES UNDER THIS AGREEMENT AND THE SALE AND SERVICING AGREEMENT;
PROVIDED, HOWEVER, THAT IF THE BACKUP SERVICER SHALL HAVE BECOME THE SUCCESSOR
SERVICER, THE SERVICER SHALL BE ENTITLED TO REIMBURSEMENT OF ITS EXPENSES AS
SPECIFIED IN THE BACKUP SERVICER FEE LETTER AND SECTION 9.5.
ON EACH
DISTRIBUTION DATE, THE BACKUP SERVICER SHALL BE ENTITLED TO RECEIVE OUT OF THE
COLLECTION ACCOUNT THE BACKUP SERVICER FEE FOR THE RELATED COLLECTION PERIOD
PURSUANT TO SECTION 9.5.
DISTRIBUTION DATE STATEMENT.
NO LATER THAN 2:00 P.M., NEW YORK CITY TIME, ON
EACH DETERMINATION DATE, THE SERVICER SHALL DELIVER TO THE ADMINISTRATIVE AGENT,
THE COLLATERAL AGENT AND THE BACKUP SERVICER A DISTRIBUTION DATE STATEMENT
EXECUTED BY A RESPONSIBLE OFFICER OF THE SERVICER.
THE PARTIES HERETO
ACKNOWLEDGE THAT THE BASIS FOR CALCULATING YIELD ON THE ADVANCES MAY CHANGE
BETWEEN THE DATE THE SERVICER DELIVERS A DISTRIBUTION DATE STATEMENT AND THE
RELATED DISTRIBUTION DATE AND THAT THE AMOUNT THE SERVICER SETS FORTH IN A
DISTRIBUTION DATE STATEMENT AS YIELD ACCRUED ON THE ADVANCES AS OF THE RELATED
DISTRIBUTION DATE IS ITS GOOD FAITH ESTIMATE OF SUCH YIELD; IN THE EVENT OF ANY
CHANGE IN CALCULATING YIELD DURING SUCH PERIOD OF TIME, THE PARTIES AGREE TO USE
REASONABLE EFFORTS TO REVISE THE DISTRIBUTION DATE STATEMENT ON OR PRIOR TO SUCH
DISTRIBUTION DATE TO REFLECT SUCH CHANGES, PROVIDED THAT IF SUCH REVISIONS ARE
NOT MADE BY SUCH TIME, THEN APPROPRIATE CORRECTIONS SHALL BE MADE ON THE NEXT
DISTRIBUTION DATE.
ANNUAL STATEMENT AS TO COMPLIANCE; NOTICE OF SERVICER DEFAULT.
The Servicer shall deliver to the Administrative Agent and the Collateral Agent
on or before April 30 (or 120 days after the end of the Servicer's fiscal year,
if other than December 31) of each year, beginning on April 30, 2006, an
officer's certificate signed by any Responsible Officer of the Servicer, dated
as of the preceding December 31 (or other applicable date), stating that (i) a
review of the activities of the Servicer during the preceding 12-month period
(or such other period as shall have elapsed from the Effective Date to the date
of the first such certificate) and of its performance under this Agreement and
the Sale and Servicing Agreement has been made under such officer's supervision,
and (ii) to such officer's knowledge, based on such review, the Servicer
substantially has fulfilled all its obligations under this Agreement and the
Sale and Servicing Agreement throughout such period, or, if there has been a
default in the fulfillment