make any independent inquiry or investigation as to, and shall have no
obligation or liability in respect of, the sufficiency, validity or correctness
of such procedures.
SECTION 9.05.
ANNUAL STATEMENT OF
COMPLIANCE FROM SERVICER.
THE SERVICER WILL DELIVER TO THE TRUSTEES, THE
UNDERWRITERS AND EACH OF THE RATING AGENCIES, ON OR BEFORE JANUARY 31 OF EACH
YEAR COMMENCING JANUARY 31, 2005, AN OFFICER'S CERTIFICATE STATING THAT (A) A
REVIEW OF THE ACTIVITIES OF THE SERVICER DURING THE PRIOR CALENDAR YEAR AND OF
ITS PERFORMANCE UNDER THIS AGREEMENT WAS MADE UNDER THE SUPERVISION OF THE
OFFICER SIGNING SUCH CERTIFICATE AND (B) TO SUCH OFFICER'S KNOWLEDGE, BASED ON
SUCH REVIEW, THE SERVICER HAS FULLY PERFORMED ALL ITS OBLIGATIONS UNDER THIS
AGREEMENT, OR, IF THERE HAS BEEN A DEFAULT IN THE PERFORMANCE OF ANY SUCH
OBLIGATION, SPECIFYING EACH SUCH DEFAULT KNOWN TO SUCH OFFICER AND THE NATURE
AND STATUS THEREOF.
A COPY OF SUCH CERTIFICATE MAY BE OBTAINED (I) BY ANY
NOTEHOLDER BY A REQUEST IN WRITING TO THE INDENTURE TRUSTEE AND (II) BY ANY
CERTIFICATEHOLDER BY A REQUEST IN WRITING TO THE OWNER TRUSTEE.
SECTION 9.06.
MONTHLY REPORTS TO
NOTEHOLDERS.
(A)
ON OR BEFORE TWO BUSINESS DAYS PRIOR TO EACH DISTRIBUTION
DATE, THE SERVICER SHALL PREPARE AND, CONCURRENTLY WITH EACH DISTRIBUTION TO
NOTEHOLDERS PURSUANT TO ARTICLE VII, DELIVER TO THE INDENTURE TRUSTEE, IN ITS
CAPACITY AS NOTE REGISTRAR AND PAYING AGENT, SHALL CAUSE TO BE DELIVERED AND
MAILED TO EACH NOTEHOLDER AT THE ADDRESSES APPEARING ON THE NOTE REGISTER A
STATEMENT AS OF THE RELATED DISTRIBUTION DATE SUBSTANTIALLY IN THE FORM OF
EXHIBIT I HERETO (THE "MONTHLY REPORT") SETTING FORTH:
(i)
the amount of Noteholder's principal
distribution;
(ii)
the amount of Noteholder's interest
distribution;
(iii)
the amount of fees payable out of the Trust,
separately identifying the Monthly Servicing Fee and the Indenture Trustee Fee;
(iv)
the amount of any Note Interest Carryover
Shortfall and Note Principal Carryover Shortfall on such Distribution Date and
the change in such amounts from those with respect to the immediately preceding
Distribution Date;
(v)
the Note Pool Factor for each Class of
Notes, in each case of such Distribution Date;
(vi)
the amount of the distributions described in
(i) or (ii) above payable pursuant to a claim on the Reserve Fund or from any
other source not constituting Available Monies and the amount remaining in the
Reserve Fund after giving effect to all deposits and withdrawals from the
Reserve Fund on such date;
(vii)
the amount of any Mandatory Redemption to be
made on such Distribution Date;
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(viii)
for each Distribution Date during the Funding
Period, the remaining Pre-Funded Amount;
(ix)
for each Distribution Date during the
Funding Period to and including the Distribution Date immediately following the
end of the Funding Period, the Principal Balance and number of Subsequent
Contracts conveyed to the Trust during the related Due Period;
(x)
the remaining Principal Balance after
giving effect to the distribution of principal (and Mandatory Redemption, if
any) to each class of Notes to