Common use of Annual Statement as to Compliance; Notice of Event of Servicing Termination Clause in Contracts

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 of each year, commencing March 31, 2002, an Officer's Certificate, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such shorter period, with respect to the first such Officer's Certificate) and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate), or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by the Indenture Trustee to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to Section 7.4 of the Indenture. In addition, a copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee or by any Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 of each year, commencing March 31, 20022003, an Officer's Certificate, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such shorter period, with respect to the first such Officer's Certificate) and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate), or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by the Indenture Trustee to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to Section 7.4 of the Indenture. In addition, a copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee or by any Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee, each Rating Agency on or before March 31 April 30 of each yearyear beginning April 30, commencing March 31, 20022001, an Officer's Certificate, dated as of December 31 of the preceding calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month (or such shorter period, with respect to the first such Officer's Certificateshorter) period and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate)year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by Officer's Certificate and the Indenture Trustee report referred to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to in Section 7.4 of the Indenture. In addition, a copy of such certificate 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee, each Rating Agency on or before March 31 April 30 of each yearyear beginning April 30, commencing March 31, 20022000, an Officer's Certificate, dated as of December 31 of the preceding calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month (or such shorter period, with respect to the first such Officer's Certificateshorter) period and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate)year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by Officer's Certificate and the Indenture Trustee report referred to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to in Section 7.4 of the Indenture. In addition, a copy of such certificate 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee, each Rating Agency on or before March 31 April 30 of each year, commencing March 31year beginning April 30, 2002, an Officer's Certificate, dated as of December 31 of the preceding calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month (or such shorter period, with respect to the first such Officer's Certificateshorter) period and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate)year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by Officer's Certificate and the Indenture Trustee report referred to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to in Section 7.4 of the Indenture. In addition, a copy of such certificate 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 of each year, commencing March 31, 20022001, an Officer's Certificate, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such shorter period, with respect to the first such Officer's Certificate) and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate), or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by the Indenture Trustee to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to Section 7.4 of the Indenture. In addition, a copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee or by any Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee, each Rating Agency on or before March 31 of each year, commencing year beginning March 31, 20022006, an Officer's Certificate, with respect to the preceding 12-month period (or such shorter period in the case of the first such certificate), stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month period (or such shorter period, with respect to period in the case of the first such Officer's Certificatecertificate) and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate)period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by Officer's Certificate and the Indenture Trustee report referred to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to in Section 7.4 of the Indenture. In addition, a copy of such certificate 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing in this Section 3.10(a), the Servicer, in its sole discretion, may deliver, in addition to or in lieu of the Officer's Certificate referred to above in this Section 3.10(a), the report on compliance with servicing criteria that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 of each year, commencing March 31, 20022000, an Officer's Certificate, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such shorter period, with respect to the first such Officer's Certificate) and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate), or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by the Indenture Trustee to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to Section 7.4 of the Indenture. In addition, a copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee or by any Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee, each Rating Agency on or before March 31 April 30 of each yearyear beginning April 30, commencing March 31, 20021999, an Officer's Certificate, dated as of December 31 of the preceding calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month (or such shorter period, with respect to the first such Officer's Certificateshorter) period and of its performance of its obligations under this the Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate)year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by Officer's Certificate and the Indenture Trustee report referred to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to in Section 7.4 of the Indenture. In addition, a copy of such certificate 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee, each Rating Agency on or before March 31 April 30 of each yearyear beginning April 30, commencing March 31, 20021998, an Officer's Certificate, dated as of December 31 of the preceding calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month (or such shorter period, with respect to the first such Officer's Certificateshorter) period and of its performance of its obligations under this the Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate)year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by Officer's Certificate and the Indenture Trustee report referred to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to in Section 7.4 of the Indenture. In addition, a copy of such certificate 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee, each Rating Agency on or before March 31 April 30 of each yearyear beginning April 30, commencing March 31, 20022000, an Officer's Certificate, dated as of December 31 of the preceding calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month (or such shorter period, with respect to the first such Officer's Certificateshorter) period and of its performance of its obligations under this the Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate)year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by Officer's Certificate and the Indenture Trustee report referred to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to in Section 7.4 of the Indenture. In addition, a copy of such certificate 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 June 30 of each year, commencing March 31, 2002in June 2003, an Officer's Certificate, stating that (i) a review of the activities of the Servicer during the preceding calendar year 12 months (or such shorter period, with respect to the first such Officer's Certificate) ended the preceding March 31 and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate), or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by the Indenture Trustee to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to Section 7.4 of the Indenture. In addition, a copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee or by any Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee, each Rating Agency on or before March 31 of each year, commencing year beginning March 31, 2002200__, an Officer's Certificate, with respect to the preceding 12-month period (or such shorter period in the case of the first such certificate), stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month period (or such shorter period, with respect to period in the case of the first such Officer's Certificatecertificate) and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate)period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by Officer's Certificate and the Indenture Trustee report referred to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to in Section 7.4 of the Indenture. In addition, a copy of such certificate 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing in this Section 3.10(a), the Servicer, in its sole discretion, may deliver, in addition to or in lieu of the Officer's Certificate referred to above in this Section 3.10(a), the report on compliance with servicing criteria that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee, each Rating Agency on or before March 31 of each year, commencing year beginning March 31, 20022005, an Officer's Certificate, with respect to the preceding 12-month period (or such shorter period in the case of the first such certificate), stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month period (or such shorter period, with respect to period in the case of the first such Officer's Certificatecertificate) and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate)period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by Officer's Certificate and the Indenture Trustee report referred to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to in Section 7.4 of the Indenture. In addition, a copy of such certificate 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee. Notwithstanding the foregoing in this Section 3.10(a), the Servicer, in its sole discretion, may deliver, in addition to or in lieu of the Officer's Certificate referred to above in this Section 3.10(a), the report on compliance with servicing criteria that would be required to be filed in respect of the Trust under the Exchange Act if periodic reports under Section 15(d) of the Exchange Act, or any successor provision thereto, were required to be filed in respect of the Trust.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March May 31 of each year, commencing March May 31, 20021999, an Officer's Certificate, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such shorter period, with respect to in the case of the first such Officer's Certificate) and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to longer period, in the case of the first such Officer's Certificatecertificate), or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by the Indenture Trustee to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to Section 7.4 of the Indenture. In addition, a copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee, each Rating Agency on or before March 31 April 30 of each yearyear beginning April 30, commencing March 31, 2002____, an Officer's Certificate, dated as of December 31 of the preceding calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month (or such shorter period, with respect to the first such Officer's Certificateshorter) period and of its performance of its obligations under this the Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate)year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by Officer's Certificate and the Indenture Trustee report referred to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to in Section 7.4 of the Indenture. In addition, a copy of such certificate 3.11 may be obtained by any Certificateholder or Person certifying that it is a Certificate Owner by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee, each Rating Agency on or before March 31 April 30 of each year, commencing March 31year beginning April 30, 2002, an Officer's Certificate, dated as of December 31 of the preceding calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month (or such shorter period, with respect to the first such Officer's Certificateshorter) period and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate)year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof; provided, that the Officer's Certificate to be delivered on or before April 30, 2002 shall be, dated as of the Closing Date. A copy of such certificate shall be delivered by Officer's Certificate and the Indenture Trustee report referred to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to in Section 7.4 of the Indenture. In addition, a copy of such certificate 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee, each Rating Agency on or before March 31 April 30 of each yearyear beginning April 30, commencing March 31, 20021997, an Officer's Certificate, dated as of December 31 of the preceding calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month (or such shorter period, with respect to the first such Officer's Certificateshorter) period and of its performance of its obligations under this the Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate)year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by Officer's Certificate and the Indenture Trustee report referred to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to in Section 7.4 of the Indenture. In addition, a copy of such certificate 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March 31 of each year, commencing March 31, 20022000, an Officer's Certificate, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such shorter period, with respect to the first such Officer's Certificate) and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate)year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by the Indenture Trustee to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to Section 7.4 of the Indenture. In addition, a copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.. (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies, promptly upon having knowledge thereof, but in no event later than five (5) Business Days thereafter, written notice in an Officer's Certificate of any event which constitutes or, with the giving of notice or lapse of time or both, would become, an Event of Servicing Termination under Section 8.1. SECTION 3.11

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall deliver to the Owner Trustee and the Indenture Trustee, on or before March May 31 of each year, commencing March May 31, 20021999, an Officer's Certificate, stating that (i) a review of the activities of the Servicer during the preceding calendar year (or such shorter longer period, with respect to in the case of the first such Officer's Certificate) and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such year (or such shorter period with respect to longer period, in the case of the first such Officer's Certificatecertificate), or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by the Indenture Trustee to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to Section 7.4 of the Indenture. In addition, a copy of such certificate may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.

Annual Statement as to Compliance; Notice of Event of Servicing Termination. (a) The Servicer shall will deliver to the Owner Trustee, the Indenture Trustee and the Indenture Trustee, each Rating Agency on or before March 31 _______ of each yearyear beginning _____________, commencing March 31, 2002200_, an Officer's Certificate, dated as of _________ of the preceding calendar year, stating that (i) a review of the activities of the Servicer during the preceding calendar year 12-month (or such shorter period, with respect to the first such Officer's Certificateshorter) period and of its performance of its obligations under this Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations obliga tions under this Agreement throughout such year (or such shorter period with respect to the first such Officer's Certificate)year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate shall be delivered by the Indenture Trustee report referred to each Noteholder, promptly following the Indenture Trustee's receipt of such certificate, pursuant to in Section 7.4 of the Indenture. In addition, a copy of such certificate 3.11 may be obtained by any Certificateholder by a request in writing to the Owner Trustee Trustee, or by any Noteholder or Person certifying that it is a Note Owner by a request in writing to the Indenture Trustee, in either case addressed to the applicable Corporate Trust Office. Upon the telephone request of the Owner Trustee, the Indenture Trustee shall will promptly furnish the Owner Trustee a list of Noteholders as of the date specified by the Owner Trustee.