Common use of Annual Compliance Certificates Clause in Contracts

Annual Compliance Certificates. Debtor shall, and shall cause the Servicer and any subservicer to deliver to the Initial Member, the Collateral Agent 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 activities during the preceding calendar year (or portion thereof) and of its performance pursuant to 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 pursuant to this Agreement (or, as applicable, the Servicing Agreement or any 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. The first such officer’s certificate shall cover, with respect to any Underlying Loan, the period commencing on the Closing Date (and with respect to each Underlying Loan, including relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Underlying Loan) and continuing through the end of the 2010 calendar year. In the event the 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 8.14(e) with respect to such portion of the year.

Annual Compliance Certificates. Debtor The Manager shall, and shall cause the each Servicer and any subservicer to Subservicer to, deliver to the Initial Member, the Collateral Agent Member and the Purchase Money Notes Guarantor 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 portion thereofother applicable period as set forth below in this Section 7.4(b)) and of its performance pursuant to under this Agreement (or, as applicable, the Servicing Agreement or any subservicing agreementSubservicing 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 pursuant to under this Agreement (or, as applicable, the Servicing Agreement or any subservicing agreementSubservicing Agreement) in all material respects throughout such year (or portion thereof other applicable period as set forth below in this Section 7.4(b)) 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 covershall, with respect to any Underlying Loan, shall cover the period commencing on the Closing Date (and with respect to each Underlying Loan, including relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Underlying Loan) and continuing through the end of the 2010 calendar year. In the event the a Servicer or any subservicer 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 8.14(e7.4(b) with respect to such portion of the yearyear (or other applicable period).

Annual Compliance Certificates. Debtor The Manager shall, and shall cause the each Servicer and any subservicer to Subservicer to, deliver to the Initial Member, the Collateral Agent Member and the Purchase Money Notes Guarantor 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 portion thereofother applicable period as set forth below in this Section 7.4(c) and of its performance pursuant to under this Agreement (or, as applicable, the Servicing Agreement or any subservicing agreementSubservicing 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 pursuant to under this Agreement (or, as applicable, the Servicing Agreement or any subservicing agreementSubservicing Agreement) in all material respects throughout such year (or portion thereof 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 covershall, with respect to any Underlying Loan, shall cover the period commencing on the Closing Date (and with respect to each Underlying Loan, including relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Underlying Loan) and continuing through the end of the 2010 calendar year. In the event the a Servicer or any subservicer 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 8.14(e7.4(c) with respect to such portion of the yearyear (or other applicable period).

Annual Compliance Certificates. Debtor The Manager shall, and shall cause the Servicer and any subservicer to Subservicer to, deliver to the Initial Membereach Required Consenting Party, the Collateral Agent 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 Fiscal Year (or portion thereofother applicable period as set forth below in this Section 7.4(c)) and of its performance pursuant to under this Agreement (or, as applicable, the Servicing Agreement or any subservicing agreementSubservicing 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 pursuant to under this Agreement (or, as applicable, the Servicing Agreement or any subservicing agreementSubservicing Agreement) in all material respects throughout such year (or portion thereof 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 cover, with respect to any Underlying Loan, cover the period commencing on the Closing Date (and with respect to each Underlying LoanAsset, including shall include relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Underlying LoanAsset) and continuing through the end of the 2010 calendar yearFiscal Year. In the event the a Servicer or any subservicer Subservicer was terminated, resigned or otherwise performed in such capacity for only part of a yearyear (or other applicable period, as the case may be, with respect to the period commencing, with respect to any Asset, on the applicable Servicing Transfer Date through the end of the 2010 Fiscal Year), such party shall provide an officer’s certificate pursuant to this Section 8.14(e7.4(c) with respect to such portion of the yearyear (or other applicable period).

Annual Compliance Certificates. Debtor shallThe Manager must, and shall must cause the Servicer and any subservicer to Subservicer to, deliver to the Initial Member, the Collateral Agent and the Purchase Money Notes Guarantor each Beneficiary on or before March 15 of each year, commencing in the year 20112025, 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 Fiscal Year (or portion thereofother applicable period as set forth below in this Section 3(c)) and of its performance pursuant to this Agreement (or, as applicable, under the Servicing Agreement or any subservicing agreement) 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 pursuant to this Agreement (or, as applicable, under the Servicing Agreement or any subservicing agreement) Applicable Agreements in all material respects throughout such year (or portion thereof 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 shall cover, with respect to any Underlying Loan, must cover the period commencing on the Closing Date (and with respect to each Underlying LoanAsset, including must include relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Underlying LoanAsset) and continuing through the end of the 2010 calendar year2024 Fiscal Year. In the event the Servicer or any subservicer Subservicer was terminated, resigned or otherwise performed in such capacity for only part of a yearyear (or other applicable period, as the case may be, with respect to the period commencing, with respect to any Asset, on the applicable Servicing Transfer Date through the end of the 2024 Fiscal Year), such party shall must provide an officer’s certificate pursuant to this Section 8.14(e3(c) with respect to such portion of the yearyear (or other applicable period).

Annual Compliance Certificates. Debtor The Manager shall, and shall cause the each Servicer and any subservicer to Subservicer to, deliver to the Initial Member, the Collateral Agent Member and the Purchase Money Notes Guarantor 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 portion thereof) and other applicable period as set forth below in this Section 7.4(b))and of its performance pursuant to under this Agreement (or, as applicable, the Servicing Agreement or any subservicing agreementSubservicing 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 pursuant to under this Agreement (or, as applicable, the Servicing Agreement or any subservicing agreementSubservicing Agreement) in all material respects throughout such year (or portion thereof other applicable period as set forth below in this Section 7.4(b)) 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 covershall, with respect to any Underlying Loan, shall cover the period commencing on the Closing Date (and with respect to each Underlying Loan, including relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Underlying Loan) and continuing through the end of the 2010 calendar year. In the event the a Servicer or any subservicer 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 8.14(e7.4(b) with respect to such portion of the yearyear (or other applicable period).

Annual Compliance Certificates. Debtor The Manager shall, and shall cause the Servicer and any subservicer to each Subservicer to, deliver to the Initial Member, the Collateral Agent Member and the Purchase Money Notes Guarantor Note 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 activities (in the case of the Manager, for the avoidance of doubt in any capacity under this Agreement) during the preceding calendar year (or portion thereofother applicable period as set forth below in this Section 7.4(c)) and of its performance pursuant to under this Agreement (or, as applicable, the Servicing Agreement or any subservicing agreementSubservicing 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 pursuant to under this Agreement (or, as applicable, the Servicing Agreement or any subservicing agreementSubservicing Agreement) in all material respects throughout such year (or portion thereof 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 covershall, with respect to any Underlying Mortgage Loan, shall cover the period commencing on the Closing Date (and with respect to each Underlying Mortgage Loan, including relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Underlying Mortgage Loan) and continuing through the end of the 2010 calendar year. In the event the a Servicer or any subservicer 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 Mortgage 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 8.14(e7.4(c) with respect to such portion of the yearyear (or other applicable period).

Annual Compliance Certificates. Debtor shall, and shall cause the Servicer and any subservicer Subservicer to deliver to the Initial Member, the Collateral Agent 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 activities during the preceding calendar year (or portion thereof) and of its performance pursuant to this Agreement (or, as applicable, the Servicing Agreement or any subservicing agreementSubservicing 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 pursuant to this Agreement (or, as applicable, the Servicing Agreement or any subservicing agreementSubservicing 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. The first such officer’s certificate shall cover, with respect to any Underlying Loan, the period commencing on the Closing Date (and with respect to each Underlying Loan, including relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Underlying Loan) and continuing through the end of the 2010 calendar year. In the event the Servicer or any subservicer 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 8.14(e) with respect to such portion of the year.

Annual Compliance Certificates. The Debtor shall, and shall cause the Servicer and any subservicer Subservicer to deliver to the Initial Member, the Advance Lender, the Collateral Agent and Agent, the Purchase Money Notes Guarantor and the NGPMN Agent 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 activities during the preceding calendar year (or portion thereof) and of its performance pursuant to this Agreement and the Advance Facility Agreement (or, as applicable, the Servicing Agreement or any subservicing agreementSubservicing 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 pursuant to this Agreement and the Advance Facility Agreement (or, as applicable, the Servicing Agreement or any subservicing agreementSubservicing 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. The first such officer’s certificate shall cover, with respect to any Underlying LoanAsset, the period commencing on the Closing Date (and with respect to each Underlying LoanAsset, including relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Underlying LoanAsset) and continuing through the end of the 2010 calendar year. In the event the Servicer or any subservicer 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 8.14(e) with respect to such portion of the year.

Annual Compliance Certificates. Debtor shallThe Manager must, and shall must cause the Servicer and any subservicer to Subservicer to, deliver to the Initial Member, the Collateral Agent and the Purchase Money Notes Guarantor each Beneficiary on or before March 15 of each year, commencing in the year 20112025, 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 Fiscal Year (or portion thereofother applicable period as set forth below in this Section 3(c)) and of its performance pursuant to this Agreement (or, as applicable, under the Servicing Agreement or any subservicing agreement) 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 pursuant to this Agreement (or, as applicable, under the Servicing Agreement or any subservicing agreement) Applicable Agreements in all material respects throughout such year (or portion thereof 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 shall cover, with respect to any Underlying Loan, must cover the period commencing on the Closing Date (and with respect to each Underlying LoanAsset, including must include relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Underlying LoanAsset) and continuing through the end of the 2010 calendar year2024 Fiscal Year. In the event the Servicer or any subservicer Subservicer was terminated, resigned or otherwise performed in such capacity for only part of a yearyear (or other applicable period, as the case may be, with respect to the period commencing, with respect to any Asset, on the applicable Servicing Transfer Date through the end of the 2024 Fiscal Year), such party shall must provide an officer’s certificate pursuant to this Section 8.14(e3(c) with respect to such portion of the year.year (or other applicable period).‌‌

Annual Compliance Certificates. Debtor shallThe Manager must, and shall must cause the Servicer and any subservicer to Subservicer to, deliver to the Initial Member, the Collateral Agent and the Purchase Money Notes Guarantor each Beneficiary on or before March 15 of each year, commencing in the year 20112025, 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 Fiscal Year (or portion thereofother applicable period as set forth below in this Section 3(c) and of its performance pursuant to this Agreement (or, as applicable, under the Servicing Agreement or any subservicing agreement) 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 pursuant to this Agreement (or, as applicable, under the Servicing Agreement or any subservicing agreement) Applicable Agreements in all material respects throughout such year (or portion thereof 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 shall cover, with respect to any Underlying Loan, must cover the period commencing on the Closing Date (and with respect to each Underlying LoanAsset, including must include relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Underlying LoanAsset) and continuing through the end of the 2010 calendar year2024 Fiscal Year. In the event the Servicer or any subservicer Subservicer was terminated, resigned or otherwise performed in such capacity for only part of a yearyear (or other applicable period, as the case may be, with respect to the period commencing, with respect to any Asset, on the applicable Servicing Transfer Date through the end of the 2024 Fiscal Year), such party shall must provide an officer’s certificate pursuant to this Section 8.14(e3(c) with respect to such portion of the yearyear (or other applicable period).

Annual Compliance Certificates. The Debtor shall, and shall cause the Servicer and any subservicer Subservicer to deliver to the Initial Member, the Collateral Agent and the Purchase Money Notes Note 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 activities during the preceding calendar year (or portion thereof) and of its performance pursuant to 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 pursuant to this Agreement (or, as applicable, the Servicing Agreement or any 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. The first such officer’s certificate shall cover, with respect to any Underlying Mortgage Loan, the period commencing on the Closing Date (and with respect to each Underlying Mortgage Loan, including relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Underlying Mortgage Loan) and continuing through the end of the 2010 calendar year. In the event the Servicer or any subservicer 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 8.14(e) with respect to such portion of the year.