Common use of Annual Compliance Certificates Clause in Contracts

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 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(c7.4(b)) 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(c7.4(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, 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(c7.4(b) with respect to such portion of the year (or other applicable period).

Annual Compliance Certificates. The Manager Debtor shall, and shall cause each the Servicer and Subservicer to, any subservicer to deliver to the Initial Member Member, the Collateral Agent 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 other applicable period as set forth below in this Section 7.4(cportion thereof) and of its performance under 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 (in the case of the Manager, for the avoidance of doubt, in any capacity under this Agreement) has fulfilled all of its obligations under pursuant to this Agreement (or, as applicable, the Servicing Agreement or Subservicing Agreementany subservicing agreement) in all material respects throughout such year (or other applicable period as set forth below in this Section 7.4(c)) 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 shallshall cover, 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 a the 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 7.4(c8.14(e) with respect to such portion of the year (or other applicable period)year.

Annual Compliance Certificates. The Manager shallmust, and shall must cause each the Servicer and any Subservicer to, deliver to Initial Member 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 other applicable period as set forth below in this Section 7.4(c3(c)) and of its performance under this Agreement (or, as applicable, 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 under this Agreement (or, as applicable, the Servicing Agreement or Subservicing Agreement) Applicable Agreements in all material respects throughout such year (or other applicable period as set forth below in this Section 7.4(c3(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 must cover the period commencing on the Closing Date (and with respect to each LoanAsset, including must include relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such LoanAsset) and continuing through the end of the 2010 calendar year2024 Fiscal Year. In the event a the 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 LoanAsset, on the applicable Servicing Transfer Date through the end of the 2010 calendar year2024 Fiscal Year), such party shall must provide an officer’s certificate pursuant to this Section 7.4(c3(c) with respect to such portion of the year (or other applicable period).

Annual Compliance Certificates. The Manager shall, and shall cause each the Servicer and any Subservicer to, deliver to Initial Member and the Purchase Money Notes Guarantoreach Required Consenting Party, 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 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 LoanAsset, including shall include relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such LoanAsset) and continuing through the end of the 2010 calendar yearFiscal 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 LoanAsset, on the applicable Servicing Transfer Date through the end of the 2010 calendar yearFiscal 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 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 7.4(b))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(c7.4(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, 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(c7.4(b) with respect to such portion of the year (or other applicable period).

Annual Compliance Certificates. The Manager shallmust, and shall must cause each the Servicer and any Subservicer to, deliver to Initial Member 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 other applicable period as set forth below in this Section 7.4(c3(c) and of its performance under this Agreement (or, as applicable, 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 under this Agreement (or, as applicable, the Servicing Agreement or Subservicing Agreement) Applicable Agreements in all material respects throughout such year (or other applicable period as set forth below in this Section 7.4(c3(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 must cover the period commencing on the Closing Date (and with respect to each LoanAsset, including must include relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such LoanAsset) and continuing through the end of the 2010 calendar year2024 Fiscal Year. In the event a the 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 LoanAsset, on the applicable Servicing Transfer Date through the end of the 2010 calendar year2024 Fiscal Year), such party shall must provide an officer’s certificate pursuant to this Section 7.4(c3(c) with respect to such portion of the year (or other applicable period).

Annual Compliance Certificates. The Manager shallmust, and shall must cause each the Servicer and any Subservicer to, deliver to Initial Member 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 other applicable period as set forth below in this Section 7.4(c3(c)) and of its performance under this Agreement (or, as applicable, 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 under this Agreement (or, as applicable, the Servicing Agreement or Subservicing Agreement) Applicable Agreements in all material respects throughout such year (or other applicable period as set forth below in this Section 7.4(c3(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 must cover the period commencing on the Closing Date (and with respect to each LoanAsset, including must include relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such LoanAsset) and continuing through the end of the 2010 calendar year2024 Fiscal Year. In the event a the 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 LoanAsset, on the applicable Servicing Transfer Date through the end of the 2010 calendar year2024 Fiscal Year), such party shall must provide an officer’s certificate pursuant to this Section 7.4(c3(c) with respect to such portion of the year (or other applicable period).period).‌‌

Annual Compliance Certificates. The Manager shall, and shall cause each the Servicer and each Subservicer to, deliver to the Initial Member 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 (in the case of the Manager, for the avoidance of doubt, 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, 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 Mortgage Loan, shall cover the period commencing on the Closing Date (and with respect to each Mortgage Loan, including relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Mortgage 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 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 7.4(c) with respect to such portion of the year (or other applicable period).

Annual Compliance Certificates. The Manager shall, and shall cause each the Servicer and Subservicer any Sub-Servicer to, deliver to Initial Member and the Purchase Money Notes Guarantor, each Beneficiary on or before March 15 of each year, commencing in the year 20112015, an officer’s certificate stating, as to the signer thereof, that 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 other applicable period as set forth below in this Section 7.4(c3(c)) and of its performance under this Agreement (or, as applicable, 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 under this Agreement (or, as applicable, the Servicing Agreement or Subservicing Agreement) Applicable Agreements in all material respects throughout such year (or other applicable period as set forth below in this Section 7.4(c3(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 LoanAsset, including shall include relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such LoanAsset) and continuing through the end of the 2010 calendar year2014 Fiscal Year. In the event a the Servicer or any Subservicer Sub-Servicer 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 LoanAsset, on the applicable Servicing Transfer Date through the end of the 2010 calendar year2014 Fiscal Year), such party shall provide an officer’s certificate pursuant to this Section 7.4(c3(c) with respect to such portion of the year (or other applicable period).

Annual Compliance Certificates. The Manager Debtor shall, and shall cause each the Servicer and any Subservicer to, to deliver to the Initial Member and Member, the Advance Lender, the Collateral Agent, the Purchase Money Notes Guarantor, 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 (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(cportion thereof) and of its performance under pursuant to this Agreement and the Advance Facility 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 pursuant to this Agreement and the Advance Facility Agreement (or, as applicable, the Servicing Agreement or any Subservicing Agreement) in all material respects throughout such year (or other applicable period as set forth below in this Section 7.4(c)) 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 shallshall cover, with respect to any LoanAsset, shall cover the period commencing on the Closing Date (and with respect to each LoanAsset, including relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such LoanAsset) and continuing through the end of the 2010 calendar year. In the event a the 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(c8.14(e) with respect to such portion of the year (or other applicable period)year.

Annual Compliance Certificates. The Manager Debtor shall, and shall cause each the Servicer and any Subservicer to, to deliver to the Initial Member Member, the Collateral Agent 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 (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(cportion thereof) and of its performance under 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 (in the case of the Manager, for the avoidance of doubt, in any capacity under this Agreement) has fulfilled all of its obligations under pursuant to this Agreement (or, as applicable, the Servicing Agreement or Subservicing Agreementany subservicing agreement) in all material respects throughout such year (or other applicable period as set forth below in this Section 7.4(c)) 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 shallshall cover, with respect to any Mortgage Loan, shall cover the period commencing on the Closing Date (and with respect to each Mortgage Loan, including relevant information with respect thereto for the period commencing on the Servicing Transfer Date for such Mortgage Loan) and continuing through the end of the 2010 calendar year. In the event a the 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(c8.14(e) with respect to such portion of the year (or other applicable period)year.

Annual Compliance Certificates. The Manager Debtor shall, and shall cause each the Servicer and any Subservicer to, to deliver to the Initial Member Member, the Collateral Agent 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 other applicable period as set forth below in this Section 7.4(cportion thereof) and of its performance under 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 (in the case of the Manager, for the avoidance of doubt, in any capacity under this Agreement) has fulfilled all of its obligations under pursuant to this Agreement (or, as applicable, the Servicing Agreement or any Subservicing Agreement) in all material respects throughout such year (or other applicable period as set forth below in this Section 7.4(c)) 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 shallshall cover, 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 the 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(c8.14(e) with respect to such portion of the year (or other applicable period)year.