Common use of Annual Statement as to Compliance Clause in Contracts

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser on or before March 31 of each year, beginning with March 31, 2002, an Officers' Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of 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.

Annual Statement as to Compliance. The Servicer will shall deliver to the Purchaser on or before March 31 10th of each yearyear beginning March 10, beginning with March 31, 20022006, an Officers' Officer's Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of if performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereofthereof and the action being taken by the Servicer to cure such default.

Annual Statement as to Compliance. The Servicer will shall deliver to the Purchaser Owner, on or before March 31 15th of each calendar year, beginning with March 31commencing in 2008, 2002and on the final Servicing Transfer Date, an Officers' Certificate Officer’s Certificate, stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer’s supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer’s knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereofthereof and the action being taken by the Servicer to cure such default.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser on or before March 31 of each year15, beginning with March 31, 20022006, an Officers' ’ Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' ’ supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' ’ knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will shall deliver to the Purchaser Owner and the Master Servicer, on or before March 31 of May 15, each yearyear beginning May 15, beginning with March 31, 20022005, an Officers' Certificate Officer's Certificate, stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement or similar agreements has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its responsibilities and obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such responsibilities and obligation, specifying each such default known to such officers officer and the nature and status thereofthereof and the action being taken by the Servicer to cure such default.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser on or before March 31 15th of each year, beginning with March 3115, 20022005, an Officers' ’ Certificate stating stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' ’ supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' ’ knowledge, based on such review, the Servicer has fulfilled all of 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. Copies of such statement shall be provided by the Servicer to the Purchaser upon request.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Owner on or before March 31 15 of each year, beginning with March 31, 200215 of the calendar year after the year in which the first Closing Date occurs, an Officers' Officer’s Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer’s supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer’s knowledge, based on such review, the Servicer has fulfilled all of its material obligations under this Agreement throughout such yearyear in all material respects, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser on or before March 31 of each year, beginning with March 31, 2002, an Officers' Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. (a) The Servicer will deliver to the Purchaser Trustee, the Rating Agencies, the Certificate Insurer and each Certificateholder, on or before March 31 April 30 of each year, beginning with March 31April 30, 2002, an Officers' Officer's Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement Officer's supervision and (iiib) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Master Servicer will deliver to the Purchaser Trustee and the Depositor on or before March 31 April 30 of each year, beginning with March 31April 30, 20021996, an Officers' Certificate stating stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar fiscal year and of its performance under this Agreement has been made under such officers' supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Master Servicer has fulfilled all of 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.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Contract Seller, the Trustee and each Rating Agency on or before March 31 April 1 of each year, beginning with March 31, 2002commencing in 2001, an Officers' Officer's Certificate stating that (i) stating that a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) stating that to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser on or before March 31 of each year, beginning with March 31, 20022001, an Officers' Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of 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.

Annual Statement as to Compliance. The Servicer will shall deliver to the Purchaser on or before Purchaser, by March 31 15, 2006 and by March 15th of each yearyear thereafter (or if not a Business Day, beginning with March 31, 2002the immediately preceding Business Day), an Officers' Officer's Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of if performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereofthereof and the action being taken by the Servicer to cure such default.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Contract Seller, the Trustee and each Rating Agency on or before March 31 April 1 of each year, beginning with March 31, 2002commencing in 2000, an Officers' Officer's Certificate stating that (i) stating that a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) stating that to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. (a) The Servicer will deliver to the Purchaser Depositor, the Trustee, the Rating Agencies and each Certificateholder, on or before March 31 15 of each year, beginning with March 3115, 20022003, an Officers' Officer's Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement Responsible Officer's supervision and (iiib) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Trustee, the Rating Agencies, the Certificate Insurer and each Certificateholder, on or before March 31 April 30 of each year, beginning with March 31April 30, 20021999, an Officers' Officer's Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement Officer's supervision and (iiib) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Indenture Trustee, the Collateral Agent, and each Noteholder, on or before March 31 April 30 of each year, beginning with March 31April 30, 20022001, an Officers' Officer's Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement officer's supervision and (iiib) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Master Servicer will deliver to the Purchaser Trustee and the Seller on or before March 31 April 30th of each year, beginning with March 31April 30, 20021998, an Officers' Certificate stating stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar fiscal year and of its performance under this Agreement has been made under such officers' supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Master Servicer has fulfilled all of 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.

Annual Statement as to Compliance. The Servicer will shall deliver to the Purchaser Owner, on or before March 31 of each year, beginning with March 31, 20022004, an Officers' ’ Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of the Servicer’s performance under this Agreement has been made under such officers' officer’s supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer’s knowledge, based on such review, the Servicer has fulfilled all of 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 Servicing Officer and the nature and status thereofthereof and the action being taken by the Servicer to cure such default.

Annual Statement as to Compliance. The Servicer will shall deliver to the Purchaser on or before Purchaser, by March 31 15, 2006 and by March 15th of each yearyear thereafter (or if not a Business Day, beginning with March 31, 2002the immediately preceding Business Day), an Officers' Officer's Certificate stating that (iA) a review of the activities of the Servicer during the preceding calendar year and of if performance under this Agreement has been made under such officers' officer's supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iiiB) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereofthereof and the action being taken by the Servicer to cure such default.

Annual Statement as to Compliance. The Servicer will shall deliver to the Purchaser Seller on or before March 31 15th of each year, beginning with March 31, 2002in the year following the Closing Date, an Officers' Certificate stating stating, as to each signatory thereof, that (ia) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iiib) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of 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. Servicer shall provide the Seller with copies of such statements upon request.

Annual Statement as to Compliance. (a) The Servicer will deliver to the Purchaser Trustee, the Rating Agencies and each Certificateholder, on or before March 31 15 of each year, beginning with March 3115, 20022003, an Officers' Officer's Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement Responsible Officer's supervision and (iiib) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Indenture Trustee, the Collateral Agent, and each Noteholder, on or before March 31 April 30 of each year, beginning with March 31April 30, 20022004, an Officers' Officer's Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement officer's supervision and (iiib) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. (a) The Servicer (in the event the Servicer is Bluegreen or an Affiliate thereof) will deliver to the Purchaser Agent and the Indenture Trustee, on or before March 31 April 30 of each year, beginning with March 31year commencing April 30, 2002, an Officers' Officer's Certificate stating that (ia) a review of the activities of the Servicer during the preceding prior calendar year and of its performance under this Agreement has been was made under the supervision of the officer signing such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement certificate and (iiib) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled fully performed all of its obligations under this Agreement throughout such yearAgreement, or, if there has been a default in the fulfillment performance of any such obligation, specifying each such default known to such officers officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Trustee, the Rating Agencies, the Certificate Insurer and each Certificateholder, on or before March 31 April 30 of each year, beginning with March 31April 30, 20021998, an Officers' Officer's Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement Officer's supervision and (iiib) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Trustee, the Rating Agencies and the Certificate Insurer, on or before March 31 April 30 of each year, beginning with March 31April 30, 20021998, an Officers' Officer's Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement Officer's supervision and (iiib) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Trustee, the Rating Agencies, the Certificate Insurer and each Certificateholder, on or before March 31 April 30 of each year, beginning with March 31April 30, 20021997, an Officers' Officer's Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement Officer's supervision and (iiib) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Within sixty (60) days after the end of each calendar year, the Servicer will deliver to the Purchaser on or before March 31 of each year, beginning with March 31, 2002, an Officers' ’ Certificate stating stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' ’ supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' ’ knowledge, based on such review, the Servicer has fulfilled all of 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 first Officer’s Certificate delivered by the Servicer to the Purchaser pursuant to this Section shall be delivered on or before February 28, 2005. Copies of such statement shall be provided by the Servicer to the Purchaser upon request.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Contract Seller, the Trustee and each Rating Agency on or before March 31 April 1 of each year, beginning with March 31, 2002the first April 1 that occurs after the Cut-off Date, an Officers' Officer's Certificate stating that (i) stating that a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) stating that to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to each Contract Seller, the Purchaser Trustee and each Rating Agency on or before March 31 April 1 of each year, beginning with March 31, 2002the first April 1 that occurs after the Cut-Off Date, an Officers' Officer's Certificate stating that (i) stating that a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) stating that to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. (a) The Servicer will shall deliver to the Purchaser on or before March 31 Trustees and the Sellers within 90 days after the end of each year, beginning with calendar year commencing March 31, 20021998, an Officers' Certificate a certificate signed by a Responsible Officer of the Servicer, stating that (i) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, officer's supervision and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such preceding calendar year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Contract Seller, the Trustee, the Insurer and each Rating Agency on or before March 31 April 1 of each year, beginning with March 31, commencing in 2002, an Officers' Officer's Certificate stating that (i) stating that a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) stating that to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Issuer, the Indenture Trustee, the Rating Agencies and the Sponsor on or before March 31 15 of each year, beginning with March 3115, 20022006, an Officers' Officer’s Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement officer’s supervision and (iiib) to the best of such officers' officer’s knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Owner on or before March 31 15 of each year, beginning with March 31, 200215 of the calendar year after the year in which the first Closing Date occurs, an Officers' Officer's Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material obligations under this Agreement throughout such yearyear in all material respects, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will shall deliver to the Purchaser Owner and the Master Servicer, on or before March 31 of May 15, each yearyear beginning May 15, beginning with March 31, 20022005, an Officers' Certificate Officer’s Certificate, stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement or similar agreements has been made under such officers' officer’s supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer’s knowledge, based on such review, the Servicer has fulfilled all of its responsibilities and obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such responsibilities and obligation, specifying each such default known to such officers officer and the nature and status thereofthereof and the action being taken by the Servicer to cure such default.

Annual Statement as to Compliance. (a) The Servicer will deliver to the Purchaser Trustee, the Rating Agencies, the Certificate Insurer and each Certificateholder, on or before March 31 April 30 of each year, beginning with March 31April 30, 20022003, an Officers' Officer's Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement Officer's supervision and (iiib) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Trust, the Indenture Trustee, the Rating Agencies and the Sponsor on or before March 31 15 of each year, beginning with March 3115, 20022006, an Officers' Officer’s Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement officer’s supervision and (iiib) to the best of such officers' officer’s knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. (a) The Master Servicer will shall deliver to the Purchaser on or before March 31 Trustee and the Underwriters within 90 days after the end of each year, beginning with calendar year commencing March 31, 20022003, an Officers' Certificate a certificate signed by a Responsible Officer of the Master Servicer, stating that (i) a review of the activities of the Master Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, officer's supervision and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement throughout such preceding calendar year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof.

Annual Statement as to Compliance. The Master Servicer will shall deliver to each Rating Agency, the Purchaser Indenture Trustee and the Issuer, on or before March 31 of each year, beginning with March 31, 20022006, an Officers' Certificate a certificate stating that (ia) a review of the activities of the Master Servicer during the preceding calendar year and of its performance under this Agreement has been made under the supervision of the officer signing such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement certificate and (iiib) to the best of such officers' ’ knowledge, based on such review, the Master Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. (a) The Servicer will deliver to the Purchaser Indenture Trustee, the Residual Certificateholders and the Rating Agencies, on or before March 31 15 of each year, beginning with March 3115, 20022006, an Officers' Officer's Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such shorter period as is applicable in the case of the first report) and of its performance under this Agreement has been made under such officers' supervision, officer's supervision and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material obligations under this Agreement throughout such calendar year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof.

Annual Statement as to Compliance. (a) The Servicer will shall deliver to the Purchaser on or before March 31 Trustees within 90 days after the end of each year, beginning with calendar year commencing March 31, 20021996, an Officers' Certificate a certificate signed by the president, the treasurer or any vice president of the Servicer, stating that (i) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, officer's supervision and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such preceding calendar year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer Servicer, at its own expense, will deliver to the Purchaser Trustee, and the Rating Agencies, on or before March 31 of each year, beginning with March 31, 2002commencing in 1998, an Officers' Officer's Certificate stating stating, as to each signer thereof, that (i) a review of the activities of the Servicer during the such preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout for such year, or, if there has been a default in the fulfillment of any all such obligationobligations, specifying each such default known to such officers and the nature and status thereofthereof including the steps being taken by the Servicer to remedy such default.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Contract Seller, the Trustee and each Rating Agency on or before March 31 April 1 of each year, beginning with March 31, 2002the first April 1 that occurs after the Cut-Off Date, an Officers' Officer's Certificate stating that (i) stating that a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) stating that to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. (a) The Servicer will deliver to the Purchaser Trustee, the Rating Agencies and each Certificateholder, on or before March 31 April 30 of each year, beginning with March 31April 30, 20022003, an Officers' Officer's Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement Responsible Officer's supervision and (iiib) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Contract Owner Representative on or before March 31 April 1 of each year, beginning with March 31, 2002the first April 1 that occurs after the Closing Date, an Officers' Officer's Certificate stating that (i) stating that a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) stating that to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser on or before March 31 of each year15, beginning with March 31, 20022006, an Officers' Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will shall deliver to the Purchaser on or before March 31 1st of each year, year but in no event later than March 15th of each calendar year beginning with March 31, 2002in 2007, an Officers' Officer's Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of if performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereofthereof and the action being taken by the Servicer to cure such default.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Trustee and each Rating Agency on or before March 31 of each year, beginning with March 31, 20021997 an Officer's Certificate, an Officers' Certificate stating in substantially the form of Exhibit K, stating, as to each signer thereof, that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, officer's supervision and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereofthereof and remedies therefor being pursued.

Annual Statement as to Compliance. (a). (a) The Servicer will deliver to the Purchaser Trustee, the Rating Agencies and each Certificateholder, on or before March 31 April 30 of each year, beginning with March 31April 30, 20022003, an Officers' Officer's Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement Responsible Officer's supervision and (iiib) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Trust, the Indenture Trustee, the Rating Agencies and the Sponsor on or before March 31 15 of each year, beginning with March 3115, 200220 , an Officers' Officer’s Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement officer’s supervision and (iiib) to the best of such officers' officer’s knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Depositor, the Seller, the Trustee, the Certificate Insurer and each Rating Agency on or before March 31 April 1 of each year, beginning with March 31, 2002commencing in 2003, an Officers' Officer's Certificate stating that (i) stating that a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) stating that to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. (a) The Servicer will shall deliver to the Purchaser and the Master Servicer, on or before March 31 of 15th each yearyear beginning March 15, beginning with March 31, 20022004, an Officers' Officer's Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of if performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereofthereof and the action being taken by the Servicer to cure such default.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser on or before March 31 of each year15, beginning with March 31, 20022006, an Officers' Certificate stating stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of 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.

Annual Statement as to Compliance. The Servicer Company will deliver to the Purchaser Master Servicer on or before March 31 15th of each year, beginning with March 3115, 2002, 2005 an Officers' Officer's Certificate stating that (i) a review of the activities of the Servicer Company during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, (ii) the Servicer Company has fully complied with the servicing provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer Company has fulfilled all of 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 officer and the nature and status thereof.. The following is added to the end of Section 5.06 of the Countrywide Agreement:

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Trustee, the Rating Agencies, the Certificate Insurer and each Certificateholder, on or before March 31 April 30 of each year, beginning with March 31, 2002_______, an Officers' Officer's Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement Officer's supervision and (iiib) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Owner on or before March 31 of each year, beginning with March 31, 20022006, an Officers' Certificate officer's certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof. Copies of such statement shall be provided by the Servicer to the Owner upon request.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser related Exchange Noteholder, any indenture trustee involved in a debt offering secured by the related Exchange Note and each Rating Agency on or before March 31 April 30 of each year, beginning with March 31April 30, 20022008, an Officers' Officer’s Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, ’ supervision and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' ’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such yearyear in all material respects, or, if there has been a default in the fulfillment of any such obligationobligation in any material respect and such default is continuing, specifying each such default known to such officers and the nature and status thereofof such default.

Annual Statement as to Compliance. The Servicer will deliver or cause to be delivered to the Purchaser Depositor, the Rating Agencies and the Trustee on or before March 31 15th of each calendar year, beginning with March 31, 2002commencing in 2003, an Officers' Certificate stating stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of 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.

Annual Statement as to Compliance. The Servicer will shall deliver to the Purchaser Trustee, on or before March 31 February 28th of each year, beginning with March 31, 2002commencing in February 200_, an Officers' Certificate Officer’s Certificate, stating that (ia) a review of the activities of the Servicer during the preceding calendar fiscal year and of performance under this Agreement or similar agreements has been made under such officers' officer’s supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iiib) to the best of such officers' officer’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such fiscal year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereofthereof and the action being taken by the Servicer to cure such default.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser on or before March 31 February 28 of each year, beginning with March 31February 28, 2002, an Officers' ’ Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' ’ supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' ’ knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will shall deliver to the Purchaser Owner, on or before March 31 of each calendar year, beginning with in March 31, 20021998, an Officers' Certificate Officer's Certificate, stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month period ended December 31 (or, in the case of the first such statement, from the date of this Agreement through December 31, 1997) and of its performance under this Agreement has been made under such officers' supervisionthe supervision of the officer executing the Officer's Certificate, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year, period or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will shall deliver to Owner, Agent and the Purchaser Noteholders on or before March 31 January 31st of each year, beginning with March 31an Officer's Certificate, 2002dated effective as of December 31 of the preceding year, an Officers' Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year twelve (12) month period (or such shorter period, as is applicable) and of its performance under this Agreement during such period has been made under such officers' supervision, officer's supervision and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Servicer has materially fulfilled all of its obligations under this Agreement throughout such yearperiod, or, or if there has been a material default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereofthereof and the remedies thereof being pursued.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Trustee, the SBA and the Rating Agency on or before March 31 September 30 of each yearyear beginning September 30, beginning with March 31, 20021999, an Officers' Officer's Certificate stating that (i) the Servicer has fully complied with the provisions of Articles V and VII, (ii) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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.

Annual Statement as to Compliance. The Servicer will deliver to the Contract Seller, the Purchaser and each Rating Agency on or before March 31 [_____]of each year, beginning with March 31, 2002commencing in 2001, an Officers' Officer's Certificate stating that (i) stating that a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) stating that to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Contract Seller, the Trustee, the Insurer and each Rating Agency on or before March 31 April 1 of each year, beginning with March 31, 2002commencing in 2001, an Officers' Officer's Certificate stating that (i) stating that a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) stating that to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will shall deliver to the Purchaser Owner and the Master Servicer, on or before March 31 of 15, each yearyear beginning March 15, beginning with March 31, 20022005, an Officers' Certificate Officer's Certificate, stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement or similar agreements has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its responsibilities and obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such responsibilities and obligation, specifying each such default known to such officers officer and the nature and status thereofthereof and the action being taken by the Servicer to cure such default.

Annual Statement as to Compliance. (a) The Servicer will shall deliver to the Purchaser on or before March 31 Trustees within 90 days after the end of each year, beginning with calendar year commencing March 31, 20021997, an Officers' Certificate a certificate signed by the president, the treasurer or any vice president of the Servicer, stating that (i) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, officer's supervision and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such preceding calendar year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Trust, the Indenture Trustee, the Rating Agencies and the Sponsor on or before March 31 15 of each year, beginning with March 3115, 20022005, an Officers' Officer’s Certificate of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement officer’s supervision and (iiib) to the best of such officers' officer’s knowledge, based on such review, the Servicer has fulfilled all of its material 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will shall deliver to the Purchaser Client on or before March 31 of each year, beginning with March 31a certificate of an officer of the Servicer, 2002dated effective as of December 31 of the preceding year, an Officers' Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month period and of its performance under this Servicing Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Servicer has materially fulfilled all of its obligations under this Servicing 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 officer and the nature and status thereof.. Section 2.12

Annual Statement as to Compliance. (1) The Servicer will deliver to the Purchaser or the Purchaser’s designee on or before March 31 of each year15, beginning with March 31, 20022006, an Officers' ’ Certificate in the form of Exhibit 11-1 stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' ’ supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' ’ knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Master Servicer will deliver to the Purchaser Trustee and the Depositor on or before March 31 April 30th of each year, beginning with March 31April 30, 20021995, an Officers' Certificate stating stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding calendar fiscal year and of its performance under this Agreement has been made under such officers' supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Master Servicer has fulfilled all of 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.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser on or before March 31 of each year, beginning with March 31, 20022004, an Officers' Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.. EXECUTION COPY ** Confidential treatment requested

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser Contract Seller, the Trustee, the Insurers and each Rating Agency on or before March 31 April 1 of each year, beginning with March 31, commencing in 2002, an Officers' Officer's Certificate stating that (i) stating that a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' officer's supervision, and (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) stating that to the best of such officers' officer's knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser or the Purchaser's designee on or before March 31 15 of each year, beginning with March 3115, 20022004, an Officers' Certificate in the form of Exhibit 13 stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer Company will use its best efforts to deliver to the Purchaser Master Servicer on or before March 31 15 of each year, beginning with March 3115, 20022004, an Officers' Certificate stating that (i) a review of the activities of the Servicer Company during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, (ii) the Servicer Company has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Servicer Company has fulfilled all of 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 officer and the nature and status thereof.

Annual Statement as to Compliance. The Servicer will deliver to the Purchaser on or before March 31 of each year, beginning with March 31, 20022004, an Officers' Certificate stating that (i) a review of the activities of the Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, (ii) the Servicer has fully complied with the provisions of this Agreement and (iii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of 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 officer and the nature and status thereof.