Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), the Borrower shall deliver Officer’s Certificates of the Borrower and the Company (the “Annual Compliance Certificates” and, collectively with the Quarterly Compliance Certificates, the “Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers, representing and certifying that (1) the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the General Partner, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s outstanding Indebtedness including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof, and (7) a schedule of the estimated taxable income of the Borrower for such fiscal year.
Annual Compliance Certificates. The Manager shall, and shall cause each Servicer and Subservicer to, deliver to Initial Member and the Purchase Money Notes Guarantor, on or before March 15 of each year, commencing in the year 2011, an officer’s certificate stating, as to the signer thereof, that (i) a review of such party’s (in the case of the Manager, for the avoidance of doubt, in any capacity under this Agreement) activities during the preceding calendar year (or other applicable period as set forth below in this Section 7.4(c) and of its performance under this Agreement (or, as applicable, the Servicing Agreement or any Subservicing Agreement) has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge and belief, based on such review, such party (in the case of the Manager, for the avoidance of doubt, in any capacity under this Agreement) has fulfilled all of its obligations under this Agreement (or, as applicable, the Servicing Agreement or Subservicing Agreement) in all material respects throughout such year (or other applicable period as set forth below in this Section 7.4(c)) or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure and the nature and status thereof. The first such officer’s certificate shall, with respect to any Loan, shall cover the period commencing on the Closing Date (and with respect to each Loan, including relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Loan) and continuing through the end of the 2010 calendar year. In the event a Servicer or any Subservicer was terminated, resigned or otherwise performed in such capacity for only part of a year (or other applicable period, as the case may be, with respect to the period commencing, with respect to any Loan, on the applicable Servicing Transfer Date through the end of the 2010 calendar year), such party shall provide an officer’s certificate pursuant to this Section 7.4(c) with respect to such portion of the year (or other applicable period).
Annual Compliance Certificates. The Company shall, and shall cause each Servicer and Subservicer to, deliver to Participant, on or before March 15 of each year, commencing in the year 2010, an officer’s certificate stating, as to the signer thereof, that (i) a review of such party’s activities during the preceding calendar year (or portion thereof) and of its performance under this Agreement (or, as applicable, the Servicing Agreement or any Subservicing Agreement) has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge and belief, based on such review, such party has fulfilled all of its obligations under this Agreement (or, as applicable, the Servicing Agreement or Subservicing Agreement) in all material respects throughout such year or portion thereof or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure and the nature and status thereof. In the event a Servicer or any Subservicer was terminated, resigned or otherwise performed in such capacity for only part of a year, such party shall provide an officer’s certificate pursuant to this Section with respect to such portion of the year.
Annual Compliance Certificates. Together with each delivery of ------------------------------ any annual report pursuant to clauses (i) and (ii) of this Section 5.01(b), Borrower shall deliver a Compliance Certificate as of the end of such Fiscal Year, executed by a Financial Officer.
Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) of this Section 5.01(b), the Borrower shall deliver a certificate of the Company in the form of Exhibit F attached hereto (the “ANNUAL COMPLIANCE CERTIFICATE”), signed by a Financial Officer of the Company, representing and certifying (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated financial condition of the Company, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Annual Compliance Certificate, of any condition or event which constitutes an Event of Default or Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the Company and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto; (2) the calculations evidencing compliance with each of the financial covenants set forth in Section 5.05 and Article VI hereof and (3) a schedule of the average occupancy level of all Unencumbered Eligible Projects for such fiscal year.
Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 5.01(b), the Borrower shall deliver a certificate of the Borrower and the Company in the form of Exhibit G attached hereto (the "Annual Compliance Certificate"), signed by the Borrower's and the Company's respective Financial Officers, representing and certifying (1) that the officer signatory thereto has reviewed the terms of this Agreement and the other Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the Company, the Borrower and its Subsidiaries, during the accounting period covered by such reports, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Annual Compliance Certificate, of any condition or event which constitutes an Event of Default or Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the Company and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto; and (2) the calculations evidencing compliance with each of the financial covenants set forth in Article VI hereof.
Annual Compliance Certificates. Together with each delivery of any annual report pursuant to clauses (i) and (ii) of this Section 8.2(b), Officer's Certificates of the Borrower and the Company in the form of EXHIBIT F hereto (the "ANNUAL COMPLIANCE CERTIFICATES" and, collectively with the Quarterly Compliance Certificates, the "COMPLIANCE CERTIFICATES"), signed by the Borrower's and the Company's respective Authorized Financial Officers, representing and certifying (1) that the officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the consolidated financial condition of the Company and its consolidated Subsidiaries, for the accounting period covered by such reports, that such review has not disclosed the existence at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer's Certificate, of an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, the nature and period of existence thereof and what action the Company and/or the Borrower or any of their Subsidiaries has taken, is taking and proposes to take with respect thereto; (2) the calculations in the form of EXHIBIT G hereto for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Sections 9.9, 9.11, 10.2,
Annual Compliance Certificates. Along with the Companies' annual audited consolidated Financial Statements, the Companies and Affiliates, through Capri, shall also provide the Lender with:
(a) a certificate, signed by a chief financial officer of Capri, certifying that (i) the signing officer has conducted or supervised a review of each Company's Affiliates' mortgage origination, mortgage warehousing and mortgage servicing activities for the preceding year and each Company's and Affiliates' obligations under this Agreement and the other documentation for each Loan and Credit Enhancement and (ii) to the best of such officer's knowledge, no default has occurred under such agreements or, the officer shall enumerate the defaults that have occurred and indicate the corrective action taken or to be taken; and
(b) a letter or letters from one or more firms of independent, nationally recognized certified public accountants stating that such firm has (i) performed applicable tests with respect to the Servicing Rights Portfolio in accordance with the compliance testing procedures as set forth in the then-current version of the guidelines or requirements of any government sponsored entity and (ii) examined such operations in accordance with the requirements of the then-current Uniform Single Audit Program for Mortgage Bankers (or its replacement), and stating the conclusions resulting from such audits (to the extent that the conclusions are applicable).
Annual Compliance Certificates. On July 1 (or the first Business Day thereafter) of each calendar year commencing on July 1, 2007, Holdco shall deliver to the TW Parties a certificate, signed by an executive officer of Holdco, certifying as to the following matters: (a) each Acquisition Company’s compliance with the terms and provisions of such Acquisition Company’s Certificate of Incorporation or Operating Agreement, as the case may be; (b) GP Holdings’ compliance with the terms and provisions of (i) GP Holdings’ Certificate of Incorporation and (ii) this Agreement; and (c) the Holdco Parties’ compliance with the terms and provisions of (i) this Agreement, (ii) the Subordinated Indemnity Escrow Agreement, (iii) the Georgia Partnership Agreement and (iv) the Texas Partnership Agreement.
3. Section 6.1 of the Original Agreement is hereby amended by adding a new Section 6.1.12 as follows:
Annual Compliance Certificates. The Manager must, and must cause the Servicer and any Subservicer to, deliver to each Beneficiary on or before March 15 of each year, commencing in the year 2025, an officer’s certificate stating, as to the signer thereof, that (i) a review of such party’s (in the case of the Manager, for the avoidance of doubt, in any capacity under this Agreement) activities during the preceding Fiscal Year (or other applicable period as set forth below in this Section 3(c)) and of its performance under the Applicable Agreements has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge and belief, based on such review, such party (in the case of the Manager, for the avoidance of doubt, in any capacity under this Agreement) has fulfilled all of its obligations under the Applicable Agreements in all material respects throughout such year (or other applicable period as set forth below in this Section 3(c)) or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure and the nature and status thereof. The first such officer’s certificate must cover the period commencing on the Closing Date (and with respect to
