Common use of Annual Statement as to Compliance; Notice of Default Clause in Contracts

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 of each year beginning in 199_, an Officer's Certificate, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- month period (or such shorter period as shall have elapsed since the Closing Date) and of its performance under this Agreement has been made under the supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee, Indenture Trustee and the Indenture Trusteeeach Rating Agency, on or before March 31 [_________] of each year beginning in 199on [ ], 200_, an Officer's Certificate, dated as of December 31 [ ] of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to [ ], 200_) and of its performance under this Agreement has been made under the such officer's supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all its obligations in all material respects under this Agreement throughout such year or, if there has been a exists any uncured default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to Owner Trustee addressed to the Owner Corporate Trust Office or by any Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Master Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 of each year beginning in 199_[ ], 200[ ], an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that that: (i) a review of the activities of the Master Servicer during the preceding 12- twelve-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to December 31, 200[ ]) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 3.10 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 3.10 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to the Owner Trustee addressed to the Corporate Trust Office (as defined in the Trust Agreement) or by any Noteholder by a request in writing to the Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 April 30th of each year beginning in 199_year, an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that that: (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter period as shall have elapsed since certificate, from the Closing DateInitial Cutoff Date to December 31, 2002) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate Certificate and the report referred to in Section 4.11 4.10 to the Rating Agencies. A copy of such certificate Certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner Noteholder by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 within 120 days after the end of each fiscal year beginning in 199_of the Issuer (commencing with the fiscal year 1998), an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or such shorter period as shall have elapsed since the Closing Date) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating AgenciesAgency. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner Noteholder by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee with a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 _____________________ of each year beginning in 199_________________, 200__, an Officer's Officers' Certificate, dated as of December 31 _________________ of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or such shorter period as shall have elapsed since the Closing Date) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any NoteholderCertificateholder, Note Certificate Owner, Certificateholder Noteholder or Certificate Note Owner by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 April 30th of each year beginning in 199_year, an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that that: (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter period as shall have elapsed since certificate, from the Closing DateInitial Cutoff Date to December 31, 2000) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate Certificate and the report referred to in Section 4.11 4.10 to the Rating Agencies. A copy of such certificate Certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner Noteholder by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Trustee, Indenture Trustee, Company and each Rating Agency, on or before March 31 April 30 of each year year, beginning in 199_on April 30, 1999, an Officer's Certificate, dated as of December 31 of the preceding yearDecember 31, stating that (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to December 31, 1998) and of its performance under this Agreement has been made under the such officer's supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all its obligations in all material respects under this Agreement throughout such year period or, if there has been a exists any uncured default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to Owner Trustee addressed to the Owner Corporate Trust Office or by any Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 ____________ of each year beginning in 199________ 20___, an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- twelve-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to December 31, 20___) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 3.10 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 3.10 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to the Owner Trustee addressed to the Corporate Trust office (as defined in the Trust Agreement) or by any Noteholder by a request in writing to the Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee, Indenture Trustee and the Indenture Trusteeeach Rating Agency, on or before March 31 April 30 of each year beginning in 199_on April 30, 1998, an Officer's Certificate, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to December 31, 1997) and of its performance under this Agreement has been made under the such officer's supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all its obligations in all material respects under this Agreement throughout such year or, if there has been a exists any uncured default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to Owner Trustee addressed to the Owner Corporate Trust Office or by any Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee, Indenture Trustee and the Indenture Trusteeeach Rating Agency, on or before March October 31 of each year beginning in 199_on October 31, 1998, an Officer's Certificate, dated as of December 31 June 30 of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to June 30, 1998) and of its performance under this Agreement has been made under the such officer's supervision of the officers of the Servicer signing such Officer's Certificate SALE AND SERVICING AGREEMENT and (ii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all its obligations in all material respects under this Agreement throughout such year or, if there has been a exists any uncured default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to Owner Trustee addressed to the Owner Corporate Trust Office or by any Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Master Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 of each year beginning in _________, 199__, an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Master Servicer during the preceding 12- twelve-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to December 31, 199__) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 3.10 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 3.10 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to the Owner Trustee addressed to the Corporate Trust Office (as defined in the Trust Agreement) or by any Noteholder by a request in writing to the Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 April 30th of each year beginning in 199_year, an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that that: (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter period as shall have elapsed since certificate, from the Closing DateInitial Cutoff Date to December 31, 2003) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate Certificate and the report referred to in Section 4.11 4.10 to the Rating Agencies. A copy of such certificate Certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner Noteholder by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee, Indenture Trustee and the Indenture Trusteeeach Rating Agency, on or before March 31 _________ of each year beginning in on ________ [ ], 199_, an Officer's Certificate, dated as of December 31 ___________ [ ] of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to ____________ [ ], 199_) and of its performance under this Agreement has been made under the such officer's supervision of the officers of the Servicer signing such Officer's Certificate and (ii) ii to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all its obligations in all material respects under this Agreement throughout such year or, if there has been a exists any uncured default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to Owner Trustee addressed to the Owner Corporate Trust Office or by any Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee, Indenture Trustee and the Indenture Trusteeeach Rating Agency, on or before March 31 April 30 of each year beginning in 199_on April 30, 1999, an Officer's Certificate, dated as of December 31 of the preceding yearDecember 31, stating that (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to December 31, 1998) and of its performance under this Agreement has been made under the such officer's supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all its obligations in all material respects under this Agreement SALE AND SERVICING AGREEMENT throughout such year period or, if there has been a exists any uncured default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to Owner Trustee addressed to the Owner Corporate Trust Office or by any Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 April 30th of each year beginning in 199_year, an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that that: (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter period as shall have elapsed since certificate, from the Closing DateInitial Cutoff Date to December 31, 2001) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate Certificate and the report referred to in Section 4.11 4.10 to the Rating Agencies. A copy of such certificate Certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner Noteholder by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 April 30th of each year beginning in 199_year, an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that that: (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter period as shall have elapsed since certificate, from the Closing DateInitial Cutoff Date to December 31, 2003) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate Certificate and the report referred to in Section 4.11 SECTION 4.10 to the Rating Agencies. A copy of such certificate Certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner Noteholder by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 April 30 of each year beginning in 199_year, an Officer's Officers’ Certificate, dated as of December 31 of the preceding year, stating that that: (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter period as shall have elapsed since certificate, from the Closing DateInitial Cutoff Date to December 31, [ ]) and of its performance under this Agreement has been made under the such officers’ supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' ’ knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate Certificate and the report referred to in Section 4.11 4.10 to the Rating Agencies. A copy of such certificate Certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner Noteholder by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee, Indenture Trustee and the Indenture Trusteeeach Rating Agency, on or before March 31 _________ of each year beginning in 199on ________ [ ], 200_, an Officer's Certificate, dated as of December 31 ___________ [ ] of the preceding year, stating that (i) a SALE AND SERVICING AGREEMENT review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to ____________ [ ], 200_) and of its performance under this Agreement has been made under the such officer's supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all its obligations in all material respects under this Agreement throughout such year or, if there has been a exists any uncured default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to Owner Trustee addressed to the Owner Corporate Trust Office or by any Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Master Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 of each year beginning in 199_[ ], 200[ ], an Officer's Officers’ Certificate, dated as of December 31 of the preceding year, stating that that: (i) a review of the activities of the Master Servicer during the preceding 12- twelve-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to December 31, 200[ ]) and of its performance under this Agreement has been made under the such officers’ supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' ’ knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 3.10 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 3.10 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to the Owner Trustee addressed to the Corporate Trust Office (as defined in the Trust Agreement) or by any Noteholder by a request in writing to the Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee, Indenture Trustee and the Indenture Trusteeeach Rating Agency, on or before March 31 _________ of each year beginning in 199on ________ [ ], 200_, an Officer's Certificate, dated as of December 31 ___________ [ ] of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to ____________ [ ], 200_) and of its performance under this Agreement has been made under the such officer's supervision of the officers of the Servicer signing such Officer's Certificate and (ii) ii to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all its obligations in all material respects under this Agreement throughout such year or, if there has been a exists any uncured default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to Owner Trustee addressed to the Owner Corporate Trust Office or by any Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Master Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 of each year beginning in 199_________, 200__, an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Master Servicer during the preceding 12- twelve-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to December 31, 200__) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 3.10 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 3.10 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to the Owner Trustee addressed to the Corporate Trust Office (as defined in the Trust Agreement) or by any Noteholder by a request in writing to the Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee Trustee, the Trustee, and the Indenture TrusteeSecurity Insurer, on or before March 31 November 30 of each year beginning in 199_November 30, 2004, an Officer's ’s Certificate, dated as of December 31 of the preceding yearSeptember 30, stating that (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or, for the initial report, for such longer period or such shorter period as shall have elapsed since from the Closing Datedate of issuance of the Notes) and of its performance under this Agreement has been made under the such officer’s supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to the Owner Trustee addressed to the Corporate Trust Office or by any Noteholder by a request in writing to the Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Each Noteholder, by its acceptance of a Note, shall be deemed to agree that the Trustee shall be under no liability for providing the list of Noteholders to the Owner Trustee as described in the immediately preceding sentence.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee, Indenture Trustee and the Indenture Trusteeeach Rating Agency, on or before March 31 ____________________ of each year beginning in on ____________, 199__, an Officer's Certificate, dated as of December 31 ______________ of the preceding such year, stating that (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to ____________, 199__) and of its performance under this Agreement has been made under the such officer's supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all its obligations in all material respects under this Agreement throughout such year or, if there has been a exists any uncured default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to Owner Trustee addressed to the Owner Corporate Trust Office or by any Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Eligible Lender Trustee and the Indenture TrusteeTrustee (with a copy to the Depositor), on or before March 31 April 30 of each year beginning in 199_April 30, 1999, an Officer's CertificateOfficers' Certificate of the Servicer, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter certificate, during the period as shall have elapsed since from the Closing Date) Date to December 31, 1999 and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such year (or in the case of the first such Officer's Certificate, such shorter period) or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of each such certificate Officers' Certificate and the each report referred to in this Section 4.11 3.8 to the Rating Agencies. A copy of each such certificate Officers' Certificate and the each report referred to in this Section 4.11 3.8 may be obtained by any Noteholder, Noteholder or Note Owner, Certificateholder or Certificate Owner by a request in writing to the Owner Trustee addressed to the its Corporate Trust Office, together with evidence satisfactory to the Trustee that such Person is one of the foregoing parties. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee, Indenture Trustee and the Indenture Trusteeeach Rating Agency, on or before March 31 _________ of each year beginning in 199on ________ [ ], 200_, an Officer's Certificate, dated as of December 31 ___________ [ ] of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to ____________ [ ], 200_) and of its performance under this Agreement has been made under the such officer's supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all its obligations in all material respects under this Agreement throughout such year or, if there has been a exists any uncured default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to Owner Trustee addressed to the Owner Corporate Trust Office or by any Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Issuer, Indenture Trustee and the Indenture Trusteeeach Rating Agency, on or before March 31 _________ of each year beginning in 199on ________, 200_, an Officer's Certificate, dated as of December 31 ___________ of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to ____________, 200_) and of its performance under this Agreement has been made under the such officer's supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all its obligations in all material respects under this Agreement throughout such year or, if there has been a exists any uncured default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to Issuer addressed to the Owner Corporate Trust Office or by any Noteholder by a request in writing to Indenture Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner TrusteeIssuer, the Indenture Trustee shall will promptly furnish the Owner Trustee Issuer a list of Noteholders as of the date specified by the Owner TrusteeIssuer.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee, the Trustee and the Indenture TrusteeSecurity Insurer, on or before March 31 November 30 of each year beginning in 199_November 30, 2004 an Officer's ’s Certificate, dated as of December 31 of the preceding yearSeptember 30, stating that (i) a review of the activities of the Servicer during the preceding 12- 12 month period (or, for the initial report, for such longer period or such shorter period as shall have elapsed since from the Closing Datedate of issuance of the Notes) and of its performance under this Agreement has been made under the such officer’s supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to the Owner Trustee addressed to the Corporate Trust Office or by any Noteholder by a request in writing to the Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Each Noteholder, by its acceptance of a Note, shall be deemed to agree that the Trustee shall be under no liability for providing the list of Noteholders to the Owner Trustee as described in the immediately preceding sentence.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 April 30th of each year beginning in 199_year, an Officer's Officers’ Certificate, dated as of December 31 of the preceding year, stating that that: (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter period as shall have elapsed since certificate, from the Closing DateInitial Cutoff Date to December 31, 2004) and of its performance under this Agreement has been made under the such officers’ supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' ’ knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate Certificate and the report referred to in Section 4.11 4.10 to the Rating Agencies. A copy of such certificate Certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner Noteholder by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 April 30th of each year beginning in 199_year, an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that that: (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter period as shall have elapsed since certificate, from the Closing DateInitial Cutoff Date to _______________ ___, 199__) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate Certificate and the report referred to in Section 4.11 4.10 to the Rating Agencies. A copy of such certificate Certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner Noteholder by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee Trustee, the Class B Agent and the Indenture Trustee, on or before March 31 April 30th of each year beginning in 199_year, an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that that: (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter period as shall have elapsed since certificate, from the Closing DateInitial Cutoff Date to December 31, 1996) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate Certificate and the report referred to in Section 4.11 4.10 to the Rating Agencies. A copy of such certificate Certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner Indenture Noteholder by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Indenture Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee Trustee, the Trustee, and the Indenture TrusteeSecurity Insurer, on or before March 31 November 30 of each year beginning in 199_November 30, 2005, an Officer's ’s Certificate, dated as of December 31 of the preceding yearSeptember 30, stating that (i) a review of the activities of the Servicer during the preceding 12- 12 month period (or, for the initial report, for such longer period or such shorter period as shall have elapsed since from the Closing Datedate of issuance of the Notes) and of its performance under this Agreement has been made under the such officer’s supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to the Owner Trustee addressed to the Corporate Trust Office or by any Noteholder by a request in writing to the Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Each Noteholder, by its acceptance of a Note, shall be deemed to agree that the Trustee shall be under no liability for providing the list of Noteholders to the Owner Trustee as described in the immediately preceding sentence.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 [April 30] of each year beginning in 199______________, [____], an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or such shorter longer period as shall have elapsed since the Closing Date) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any NoteholderCertificateholder, Noteholder or Note Owner, Certificateholder or Certificate Owner owner by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Master Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 of each year beginning in , 199__, an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Master Servicer during the preceding 12- twelve-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to December 31, 199__) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Master Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 3.10 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 3.10 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to the Owner Trustee addressed to the Corporate Trust Office (as defined in the Trust Agreement) or by any Noteholder by a request in writing to the Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture TrusteeInsurer, on or before March 31 April 30 of each year beginning in 199_April 30, 1998, an Officer's Certificate, dated as of December 31 of the preceding yearDecember 31, stating that (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to December 31, 1997) and of its performance under this Agreement has been made under the such officer's supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to the Owner Trustee addressed to the Corporate Trust Office or by any Noteholder by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Each Noteholder, by its acceptance of a Note, shall be deemed to agree that the Indenture Trustee shall be under no liability for providing the list of Noteholders to the Owner Trustee as described in the immediately preceding sentence.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 [________] of each year beginning in 199_year, an Officer's Officers' Certificate, dated as of December 31 [__________] of the preceding year, stating that that: (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or or, in the case of the first such shorter period as shall have elapsed since certificate, from the Closing DateInitial Cutoff Date to [__________]) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate Certificate and the report referred to in Section 4.11 4.10 to the Rating Agencies. A copy of such certificate Certificate and the report referred to in Section 4.11 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner Noteholder by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone written request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 ________ of each year beginning in ________, 199__, an Officer's Officers' Certificate, dated as of December 31 of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- twelve-month period (or or, in the case of the first such shorter report, during the period as shall have elapsed since from the Closing DateDate to December 31, 199__) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 3.10 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 3.10 may be obtained by any Noteholder, Note Owner, Certificateholder or Certificate Owner by a request in writing to the Owner Trustee addressed to the Corporate Trust Office (as defined in the Trust Agreement) or by any Noteholder by a request in writing to the Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Default. (a) ---------------------------------------------------- The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 _____________________ of each year beginning in _________________, 199____, an Officer's Officers' Certificate, dated as of December 31 _________________ of the preceding year, stating that (i) a review of the activities of the Servicer during the preceding 12- 12-month period (or such shorter period as shall have elapsed since the Closing Date) and of its performance under this Agreement has been made under the such officers' supervision of the officers of the Servicer signing such Officer's Certificate and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. The Indenture Trustee shall send a copy of such certificate and the report referred to in Section 4.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 4.11 may be obtained by any NoteholderCertificateholder, Note Certificate Owner, Certificateholder Noteholder or Certificate Note Owner by a request in writing to the Owner Trustee addressed to the Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.