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

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 2024), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2018), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2016), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2020), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2021), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2022), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2017), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2010), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2011), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2019), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2014), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2012), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2019), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 2024), the The Servicer shall deliver to the Note Insurer and the Trustee, on or before March 1 of each calendar year, beginning in March 2000, an Officer’s 's Certificate to executed by the Owner Trustee and chief financial officer of the Indenture Trustee to the effect Servicer, stating that (i) a review of the activities of the Servicer during the prior fiscal year preceding 12-month period ended December 31 (or since the Closing Date or, in the case of the first such Officer’s Certificatestatement, from the Closing Date through December 31, 1999) and of its performance under this Agreement has been made under the supervision of the officer executing the Officer's Certificate, and (ii) to such Officer’s Certificate with a view to determining whether during officer's knowledge, based on such period review, the Servicer has fulfilled all of its obligations under this AgreementAgreement in all material respects throughout such period or, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee Note Insurer and the Rating AgenciesTrustee, promptly after having obtained knowledge thereof, but in no event later than five (5) three Business Days thereafter, written notice in an Officer’s 's Certificate specifying the nature and status of any event which with the giving Servicer Default or Event of notice or lapse of timeDefault, or both, other occurrence which would become have a Servicer Default under Section 8.01(a) material adverse effect on the rights or (b)interests of the Note Insurer.

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2015), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 2024[________]), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee Trustee, the Swap Counterparty (unless TMCC or an Affiliate thereof is the Servicer and the Swap Counterparty at the time of delivery) and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 20242023), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2023), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 2024), the The Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect Trustee, on or before _____________ of each year, an Officers' Certificate, dated as of _____________ of preceding year, stating that (1) a review of the activities of the Servicer during the prior fiscal year preceding 12-month period (or such shorter period as shall have elapsed since the Closing Date in the case Date) and of the first such Officer’s Certificate) its performance under this Agreement has been made under such officers' supervision and (2) to the supervision best of the officer executing such Officer’s Certificate with a view to determining whether during officers' knowledge, based on such period review, the Servicer has fulfilled all of its obligations under this AgreementAgreement throughout such year or, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer officers and the nature and status thereof. The Trustee shall send a copy of such certificate and the report referred to in Section 3.11 to the Rating Agencies. A copy of such certificate and the report referred to in Section 3.11 may be obtained by any Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and to the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) 5 Business Days thereafter, written notice in an Officer’s Officers' Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer an Event of Default under Section 8.01(a9.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2013), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) The Servicer shall deliver to the Trustees and each Rating Agency, on or before 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission commission by or on behalf of the Issuer (Issuer, commencing with the fiscal year ended December 2024)March 31, the Servicer shall deliver 2010, an Officer’s Certificate to of the Owner Trustee and the Indenture Trustee to the effect Servicer, stating that (i) a review of the activities of the Servicer during the prior fiscal year preceding 12-month period ended March 31 (or since the Closing Date or, if applicable, such shorter period in the case of the first such Officer’s Certificate) and of its performance under this Agreement has been made under such officer’s supervision, and (ii) to the supervision best of the officer executing such Officerofficer’s Certificate with a view to determining whether during knowledge, based on such period review, the Servicer has fulfilled all of its obligations under this AgreementAgreement throughout such period, and either (1) stating thator, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee Trustees and the each Rating AgenciesAgency, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate specifying the nature and status of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b)Default.

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) 120 days after the end March 31 of each fiscal calendar year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 2024March 31, 2003), the Servicer shall deliver an Officer’s 's Certificate to the Owner Trustee Trustee, the Swap Counterparty (unless TMCC or an Affiliate thereof is the Servicer and the Swap Counterparty at the time of delivery) and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s 's Certificate) has been made under the supervision of the officer executing such Officer’s 's Certificate with a view to determining whether during such period the Servicer has fulfilled performed and observed all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, no default by the Servicer has materially fulfilled its obligations under this AgreementAgreement has occurred and is continuing, or (2ii) if there such a default has been a failure to fulfill any such obligation in any material respectoccurred and is continuing, specifying each such failure known to such officer default and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee Trustee, the Swap Counterparty (unless TMCC or an Affiliate thereof is the Servicer and the Swap Counterparty at the time of delivery) and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 20[__]), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 2024), the The Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect Certificate Insurer, on or before December 31 of each year, beginning December 31, 1998, an Officers' Certificate stating that (i) a review of the activities of the Servicer during the prior fiscal preceding 12-month period ended September 30 of such year (or such longer period since the Closing Date in the case date of the first such Officer’s Certificatethis Agreement) and of its performance under this Agreement has been made under such officers' supervision and (ii) to the supervision best of the officer executing such Officer’s Certificate with a view to determining whether during officers' knowledge, based on such period review, the Servicer has fulfilled all of its obligations under this AgreementAgreement throughout such year, and either (1) stating thator, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer officers and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating AgenciesCertificate Insurer, promptly after having obtained knowledge thereof, but in no event later than five (5) one Business Days Day thereafter, written notice in an Officer’s Officers' Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer an Event of Default under clause (i) of Section 9.1. The Seller shall deliver to the Trustee and the Certificate Insurer, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officers' Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Default under any other clause of Section 8.01(a) or (b)9.1.

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2017), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 2015), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 20[__]), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 2024), the The Servicer shall deliver an Officer’s Certificate to the Owner Trustee, the Indenture Trustee and the Indenture Trustee to Depositor, on or before April 30 of each year beginning [ ], an Officer's Certificate, dated as of December 31 of the effect preceding year, stating that (i) a review of the activities of the Servicer during the prior fiscal year preceding 12-month period (or such longer period as shall have elapsed since the Closing Date in the case Date) and of the first such Officer’s Certificate) its performance under this Agreement has been made under such officers' supervision and (ii) to the supervision best of the officer executing such Officer’s Certificate with a view to determining whether during officers' knowledge, based on such period review, the Servicer has fulfilled all of its obligations under this AgreementAgreement throughout such year or, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer officers and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating AgenciesDepositor, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b)hereunder.

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 20[__]), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1i) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2ii) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202420[ ]), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) The Master Servicer shall deliver to the Depositor, the Trustees, the Insurer and each Rating Agency, on or before 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (year, commencing with the fiscal year ended December 2024)31, the Servicer shall deliver 2001, an Officer’s 's Certificate to of the Owner Trustee and the Indenture Trustee to the effect Master Servicer, stating that (i) a review of the activities of the Master Servicer during the prior fiscal year preceding 12-month period ended December 31 (or since the Closing Date or, if applicable, such shorter period in the case of the first such Officer’s 's Certificate) and of its performance under this Agreement has been made under such officer's supervision, and (ii) to such officer's knowledge, based on such review, the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Master Servicer has fulfilled all of its obligations under this AgreementAgreement throughout such period, and either (1) stating thator, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status thereof. (b) The Master Servicer and the Subservicer shall deliver to the Owner TrusteeDepositor, the Indenture Trustee Trustees, the Insurer and the each Rating AgenciesAgency, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying the nature and status of any event which with the giving of notice or lapse of time, or both, would become a Master Servicer Default under Section 8.01(a) Termination Event or (b)Subservicer Termination Event.

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 202431, 20[_]), the Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer’s Certificate) has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period the Servicer has fulfilled all of its obligations under this Agreement, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 2024), the The Servicer shall deliver an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to and the effect Rating Agencies, on or before April 30 of each year beginning April 30, 1999, an Officers' Certificate stating that (i) a review of the activities of the Servicer during the prior fiscal year preceding 12-month period ending on December 31 (or since the Closing Date or, in the case of April 30, 1999, the first such Officer’s Certificateperiod from the Closing Date to December 31, 1998) and of its performance under this Agreement has been made under such officers' supervision and (ii) to the supervision best of the officer executing such Officer’s Certificate with a view to determining whether during officers' knowledge, based on such period review, the Servicer has fulfilled in all of material respects all its obligations under this AgreementAgreement throughout such period or, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respect, specifying each such failure default known to such officer 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 Certificateholder by a request in writing to the Owner Trustee at its address in SECTION 11.03. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Officers' Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section SECTION 8.01(a) or (b).

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 2024), the The Servicer shall deliver to the Trustee, the Backup Servicer, and the Rating Agency, on or before [ ] of each year, commencing [ ], an Officer’s Certificate to 's Certificate, dated as of December 31 of the Owner Trustee and the Indenture Trustee to the effect prior year, stating that (i) a review of the activities of the Servicer during the prior fiscal year preceding 12-month period ended [ ] (or since the Closing Date or, in the case of the first such Officer’s Certificatecertificate, the period from the Cutoff Date to December 31, 1997) and of its performance under this Agreement has been made under the such officer's supervision of the officer executing and (ii) to such Officer’s Certificate with a view to determining whether during officer's knowledge, based on such period review, the Servicer has fulfilled all of its obligations under this AgreementAgreement throughout such period; or, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status thereof. A copy of such certificate may be obtained by any Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee Backup Servicer and the Rating AgenciesAgency, promptly after having obtained knowledge thereof, but in no event later than five (5) two Business Days thereafter, written notice in an Officer’s 's Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default Termination Event under Section 8.01(a) or (b)SECTION 8.1.

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 2024), the The Servicer shall deliver to the Depositor, the Trustees and each Rating Agency, within 90 days after each year end, beginning with the first year end that is at least four months after the Closing Date, an Officer’s 's Certificate to of the Owner Trustee and the Indenture Trustee to the effect Servicer, stating that (i) a review of the activities of the Servicer during the prior fiscal year preceding 12-month period ended December 31 (or since the Closing Date or, if applicable, such shorter period in the case of the first such Officer’s 's Certificate) and of its performance under this Agreement has been made under the such officer's supervision of the officer executing and (ii) to such Officer’s Certificate with a view to determining whether during officer's knowledge, based on such period review, the Servicer has fulfilled all of its obligations under this AgreementAgreement throughout such period, and either (1) stating thator, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that the Commission adopts a rule requiring the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria or other report, the delivery of a copy of such report to the Depositor, the Trustees and each Rating Agency shall be deemed to satisfy the provisions of this subsection. (b) The Servicer shall deliver to the Owner TrusteeDepositor, the Indenture Trustee Trustees and the each Rating AgenciesAgency, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate of specifying any event which constitutes or, with the giving of notice or lapse of time, or both, would become become, a Servicer Default under Section 8.01(a) or (b)Termination Event.

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days The Servicer will, and will cause each Additional Servicer with which it has entered into a servicing relationship with respect to the Loans to, deliver to the Issuer, with a copy to the Indenture Trustee, on or before March 15 after the end of each fiscal calendar year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal calendar year ended December 202420[_]), the Servicer shall deliver an Officer’s Officers’ Certificate to the Owner Trustee and the Indenture Trustee to the effect that stating that: (i) a review of the activities of the Servicer Servicer, or Additional Servicer, as appropriate, during the prior fiscal year preceding 12-month period (or since the Closing Date or, in the case of the first such Officer’s Certificatecertificate, from the Cut-off Date to December 31, 20[_]) and of its performance under this Agreement has been made under such officer’s supervision and (ii) to the supervision best of the officer executing such Officerofficer’s Certificate with a view to determining whether during knowledge, based on such period the Servicer review, such Servicer, or Additional Servicer, as appropriate, has fulfilled all of its obligations under this Agreement, and either (1) stating thator the applicable sub-servicing agreement in the case of an Additional Servicer, to the best of his or her knowledgethroughout such year or, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner TrusteeIssuer, with a copy to the Indenture Trustee and the Rating AgenciesTrustee, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Officers’ Certificate of any event which that, with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b)5.1.

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 2024), the The Servicer shall deliver to the Trustee, the Backup Servicer, and the Rating Agency, on or before [ ] of each year, commencing [ ], an Officer’s Certificate to 's Certificate, dated as of December 31 of the Owner Trustee and the Indenture Trustee to the effect prior year, stating that (i) a review of the activities of the Servicer during the prior fiscal year preceding 12-month period ended [ ] (or since the Closing Date or, in the case of the first such Officer’s Certificate) certificate, the period from the Cutoff Date to [ ] and of its performance under this Agreement has been made under the such officer's supervision of the officer executing and (ii) to such Officer’s Certificate with a view to determining whether during officer's knowledge, based on such period review, the Servicer has fulfilled all of its obligations under this AgreementAgreement throughout such period; or, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status thereof. A copy of such certificate may be obtained by any Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee Backup Servicer and the Rating AgenciesAgency, promptly after having obtained knowledge thereof, but in no event later than five (5) two Business Days thereafter, written notice in an Officer’s 's Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default Termination Event under Section 8.01(a) or (b)8.1.

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 2024), the The Servicer shall deliver to the Depositor, the Trustees and each Rating Agency, within 90 days after each year end, beginning with the first year end that is at least four months after the Closing Date, an Officer’s 's Certificate to of the Owner Trustee and the Indenture Trustee to the effect Servicer, stating that (i) a review of the activities of the Servicer during the prior fiscal year preceding 12-month period ended December 31 (or since the Closing Date or, if applicable, such shorter period in the case of the first such Officer’s 's Certificate) and of its performance under this Agreement has been made under the such officer's supervision of the officer executing and (ii) to such Officer’s Certificate with a view to determining whether during officer's knowledge, based on such period review, the Servicer has fulfilled all of its obligations under this AgreementAgreement throughout such period, and either (1) stating thator, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status thereof. Notwithstanding the foregoing, to the extent that Regulation AB under the Securities Act requires the delivery by the Servicer of an annual report on an assessment of servicing compliance on the basis of detailed servicing criteria or other report, the delivery of a copy of such report to the Depositor, the Trustees and each Rating Agency shall be deemed to satisfy the provisions of this subsection. (b) The Servicer shall deliver to the Owner TrusteeDepositor, the Indenture Trustee Trustees and the each Rating AgenciesAgency, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate of specifying any event which constitutes or, with the giving of notice or lapse of time, or both, would become become, a Servicer Default under Section 8.01(a) or (b)Termination Event.

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) The Servicer shall deliver to the Trustees and each Rating Agency, on or before 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission commission by or on behalf of the Issuer (Issuer, commencing with the fiscal year ended December 2024)March 31, the Servicer shall deliver 2009, an Officer’s 's Certificate to of the Owner Trustee and the Indenture Trustee to the effect Servicer, stating that (i) a review of the activities of the Servicer during the prior fiscal year preceding 12-month period ended March 31 (or since the Closing Date or, if applicable, such shorter period in the case of the first such Officer’s 's Certificate) and of its performance under this Agreement has been made under such officer's supervision, and (ii) to the supervision best of the officer executing such Officer’s Certificate with a view to determining whether during officer's knowledge, based on such period review, the Servicer has fulfilled all of its obligations under this AgreementAgreement throughout such period, and either (1) stating thator, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee Trustees and the each Rating AgenciesAgency, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s 's Certificate specifying the nature and status of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b)Default.

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 2024), the The Servicer shall deliver to the Trustee, the Back-up Servicer, the Collateral Agent, the Depositor and the Certificate Insurer, on or before March 31 of each year beginning March 31, 1999, an Officer’s Certificate to 's Certificate, dated as of December 31 of the Owner Trustee and the Indenture Trustee to the effect preceding calendar year, stating that (i) a review of the activities of the Servicer during the prior fiscal such preceding calendar year (or since the Closing Date in the case and of the first such Officer’s Certificate) its performance under this Agreement has been made under such officer's supervision and (ii) to the supervision best of the officer executing such Officer’s Certificate with a view to determining whether during officer's knowledge, based on such period review, the Servicer has fulfilled all of its obligations under this AgreementAgreement throughout such year, and either (1) stating thator, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each such failure default known to such officer and the nature and status thereof. The Trustee shall send a copy of such certificate to the Rating Agencies. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee Back-up Servicer, the Collateral Agent, the Depositor, the Certificate Insurer and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) 2 Business Days thereafterafter having obtained such knowledge, written notice in an Officer’s 's Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer an Event of Default under Section 8.01(a) or (b)8.1.

Annual Statement as to Compliance; Notice of Default. (a) Within ninety (90) days after the end On or before [March 15] of each fiscal calendar year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer (commencing with the fiscal year ended December 2024beginning 201[●]), the Servicer shall deliver deliver, or arrange to be delivered, to the Issuer, with a copy to the Indenture Trustee, an Officer’s Certificate to the Owner Trustee and the Indenture Trustee to the effect that stating that: (i) a review of the activities of the Servicer during the prior fiscal preceding calendar year (or since the Closing Date or, in the case of the first such Officer’s Certificatecertificate, from the Cut-off Date to [December 31], 201[●]) and of its performance under this Agreement has been made under such officer’s supervision and (ii) to the supervision best of the officer executing such Officerofficer’s Certificate with a view to determining whether during knowledge, based on such period the review, such Servicer has fulfilled all of its obligations under this AgreementAgreement throughout such year or, and either (1) stating that, to the best of his or her knowledge, the Servicer has materially fulfilled its obligations under this Agreement, or (2) if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. (b) The Servicer shall deliver , or arrange to be delivered, to the Owner TrusteeIssuer, with a copy to the Indenture Trustee and the Rating AgenciesTrustee, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer’s Certificate of any event which that, with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.01(a) or (b)5.1.