Common use of Annual Officer’s Certificates Clause in Contracts

Annual Officer’s Certificates. (a) The Servicer shall, using its best reasonable efforts, on or before March 15th of each calendar year, commencing in 2008 (or, if not a Business Day, on the immediately preceding Business Day), at its own expense, deliver to the Seller, the Trustee, the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31, a Servicing Officer’s certificate in the form of Exhibit J hereto, stating, as to each signer thereof, that (1) a review of the activities of the Servicer during such preceding calendar year or portion thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (2) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the Xxxxxxxx-Xxxxx Act of 2002, as amended, (“Xxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 2008, execute and deliver an Officer's Certificate to the Master Servicer and the Depositor for the benefit of the Trust Fund, the Master Servicer and the Depositor and their officers, directors and affiliates, in the form of Exhibit E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a Sxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. The Servicer, the Master Servicer and the Securities Administrator shall, using its best and shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the Sxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 1st of each year in which the Trust is subject to the reporting requirements of the Exchange Act and otherwise within a reasonable effortsperiod of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit M, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.24 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the Sxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement or Custodial Agreement. (b) On or before March 15th 1st of each calendar year, commencing in 2008 (or, if not a Business Day, on the immediately preceding Business Day), at its own expense, deliver to the SellerMarch 2007, the TrusteeServicer, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Servicer, the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31Securities Administrator, a Servicing an Officer’s certificate Certificate substantially in the form of Exhibit J hereto, U hereto stating, as to each the signer thereof, that (1A) a review of such party’s activities during the activities of the Servicer during such preceding calendar year or portion thereof and of its such party’s performance under this Agreement for Agreement, or such period other applicable agreement in the case of a Servicing Function Participant, has been made under such Servicing Officerofficer’s supervision and (2B) to the best of such officers’ officer’s knowledge, based on such review, the Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying specifying each such failure known to such Servicing Officer officer and the nature and status thereof, including . In the steps being taken by event the Servicer to remedy such default. (b) For so long as a certificate under the Xxxxxxxx-Xxxxx Act of 2002, as amended, (“Xxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 2008, execute and deliver an Officer's Certificate to the Master Servicer and the Depositor for the benefit of the Trust FundServicer, the Master Servicer and Servicer, the Depositor and their officersSecurities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, directors and affiliates, or any applicable agreement in the form case of Exhibit E heretoa Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.24 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. (c) The Servicer shall indemnify and hold harmless the SellerTrustee, the Master Servicer, the Securities Administrator, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 3.24 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, the Master Servicer and/or Servicer, the Securities Administrator and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Trustee, the Master Servicer and/or Servicer, the Securities Administrator, the Depositor or their respective officers, directors, agents or affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor any such party in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor such party or parties on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 3.24 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) The Servicer shall, using its best reasonable efforts, on or before March 15th of each calendar year, commencing in 2008 (or, if not a Business Day, on the immediately preceding Business Day), at its own expense, deliver to the Seller, the Trustee, the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31, a Servicing Officer’s certificate in the form of Exhibit J hereto, stating, as to each signer thereof, that (1) a review of the activities of the Servicer during such preceding calendar year or portion thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (2) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, (“XxxxxxxxSxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 2008, execute and deliver an Officer's Certificate to the Master Servicer and the Depositor for the benefit of the Trust Fund, the Master Servicer and the Depositor and their officers, directors and affiliates, in the form of Exhibit E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a Sxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. The Servicer, the Master Servicer and the Securities Administrator shall, using its best and shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the Sxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10th of each year in which the Trust is subject to the reporting requirements of the Exchange Act and otherwise within a reasonable effortsperiod of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit M, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 400-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.24 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the Sxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement or Custodial Agreement. (b) On or before March 15th of each calendar year, commencing in 2008 (or, if not a Business Day, on the immediately preceding Business Day), at its own expense, deliver to the SellerMarch 2007, the TrusteeServicer, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Servicer, the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31Securities Administrator, a Servicing an Officer’s certificate Certificate substantially in the form of Exhibit J hereto, U stating, as to each the signer thereof, that (1A) a review of such party’s activities during the activities of the Servicer during such preceding calendar year or portion thereof and of its such party’s performance under this Agreement for Agreement, or such period other applicable agreement in the case of a Servicing Function Participant, has been made under such Servicing Officerofficer’s supervision and (2B) to the best of such officers’ officer’s knowledge, based on such review, the Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying specifying each such failure known to such Servicing Officer officer and the nature and status thereof, including . In the steps being taken by event the Servicer to remedy such default. (b) For so long as a certificate under the Xxxxxxxx-Xxxxx Act of 2002, as amended, (“Xxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 2008, execute and deliver an Officer's Certificate to the Master Servicer and the Depositor for the benefit of the Trust FundServicer, the Master Servicer and Servicer, the Depositor and their officersSecurities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, directors and affiliates, or any applicable agreement in the form case of Exhibit E heretoa Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.24 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. (c) The Servicer shall indemnify and hold harmless the SellerTrustee, the Master Servicer, the Securities Administrator, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 3.24 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, the Master Servicer and/or Servicer, the Securities Administrator and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Trustee, the Master Servicer and/or Servicer, the Securities Administrator, the Depositor or their respective officers, directors, agents or affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor any such party in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor such party or parties on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 3.24 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) The Servicer shall, using its best reasonable efforts, on or before March 15th of each calendar year, commencing in 2008 2009 (or, if not a Business Day, on the immediately preceding Business Day), at its own expense, deliver to the Seller, the Trustee, the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31, a Servicing Officer’s certificate in the form of Exhibit J hereto, stating, as to each signer thereof, that (1) a review of the activities of the Servicer during such preceding calendar year or portion thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (2) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the Xxxxxxxx-Xxxxx Act of 2002, as amended, (“Xxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 20082009, execute and deliver an Officer's ’s Certificate to the Master Servicer and the Depositor for the benefit of the Trust Fund, the Master Servicer and the Depositor and their officers, directors and affiliates, in the form of Exhibit E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a certification (the “Xxxxxxxx-Xxxxx Certification”), exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Servicer and the Securities Administrator shall, using its best and shall cause any Servicing Function Participant engaged by it to, provide to the Master Servicer or any Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by [March 10] of each year in which the Trust is subject to the reporting requirements of the Exchange Act and otherwise within a reasonable effortsperiod of time upon request, on a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit M, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In the event the Master Servicer, the Securities Administrator, the Trustee or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.24 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. (b) On or before [March 15th 1st] of each calendar year, commencing in 2008 (orbeginning with [March 1], if not a Business Day20[ ], on the immediately preceding Business Day)Servicer, at its own expense, will deliver to the Seller, the Trustee, Securities Administrator and the Depositor and the Master Servicer with respect to the period ending on the immediately preceding [December 31], a Servicing Officer’s certificate in the form of Exhibit J hereto, stating, as to each signer thereof, that (1) a review of the activities of the Servicer during such preceding calendar year or portion thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (2) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the Xxxxxxxx-Xxxxx Act of 2002, as amended, (“Xxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 2008, execute and deliver an Officer's Certificate to the Master Servicer and the Depositor for the benefit of the Trust Fund, the Master Servicer and the Depositor and their officers, directors and affiliates, in the form of Exhibit E U hereto. (c) The Servicer shall indemnify and hold harmless the SellerTrustee, the Master Servicer, the Securities Administrator, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 3.24 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, the Master Servicer and/or Servicer, the Securities Administrator and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Trustee, the Master Servicer and/or Servicer, the Securities Administrator, the Depositor or their respective officers, directors, agents or affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor any such party in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor such party or parties on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 3.24 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) The Servicer shall, using its best reasonable efforts, on or before March 15th of each calendar year, commencing in 2008 2007 (or, if not a Business Day, on the immediately preceding Business Day), at its own expense, deliver to the Seller, the Trustee, the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31, a Servicing Officer’s certificate in the form of Exhibit J hereto, stating, as to each signer thereof, that (1) a review of the activities of the Servicer during such preceding calendar year or portion thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (2) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the Xxxxxxxx-Xxxxx Act of 2002, as amended, (“"Xxxxxxxx-Xxxxx”") is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 20082007, execute and deliver an Officer's Certificate to the Master Servicer Servicer, the Trustee and the Depositor for the benefit of the Trust Fund, the Master Servicer and the Depositor and their officers, directors and affiliates, in the form of Exhibit E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) Each Form 10-K filed with the Commission shall include a Xxxxxxxx-Xxxxx Certification exactly as set forth in Exhibit L attached hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Servicer, the Master Servicer and the Securities Administrator shall, using its best and shall cause any Servicing Function Participant engaged by it to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 1st of each year in which the Trust is subject to the reporting requirements of the Exchange Act and otherwise within a reasonable effortsperiod of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit M, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 000-000-0000. In the event any such party or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.24 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the Xxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished to it pursuant to this section or any Servicing Agreement or Custodial Agreement. (b) On or before March 15th 1st of each calendar year, commencing in 2008 (or, if not a Business Day, on the immediately preceding Business Day), at its own expense, deliver to the SellerMarch 2007, the TrusteeServicer, the Master Servicer and the Securities Administrator shall deliver (or otherwise make available) (and the Servicer, the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31Securities Administrator, a Servicing an Officer’s certificate Certificate substantially in the form of Exhibit J hereto, U hereto stating, as to each the signer thereof, that (1A) a review of such party’s activities during the activities of the Servicer during such preceding calendar year or portion thereof and of its such party’s performance under this Agreement for Agreement, or such period other applicable agreement in the case of a Servicing Function Participant, has been made under such Servicing Officerofficer’s supervision and (2B) to the best of such officers’ officer’s knowledge, based on such review, the Servicer such party has fulfilled all of its obligations under this Agreement Agreement, or such other applicable agreement in the case of a Servicing Function Participant, in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying specifying each such failure known to such Servicing Officer officer and the nature and status thereof, including . In the steps being taken by event the Servicer to remedy such default. (b) For so long as a certificate under the Xxxxxxxx-Xxxxx Act of 2002, as amended, (“Xxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 2008, execute and deliver an Officer's Certificate to the Master Servicer and the Depositor for the benefit of the Trust FundServicer, the Master Servicer and Servicer, the Depositor and their officersSecurities Administrator or any Servicing Function Participant engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, directors and affiliates, or any applicable agreement in the form case of Exhibit E heretoa Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.24 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. (c) The Servicer shall indemnify and hold harmless the SellerTrustee, the Master Servicer, the Securities Administrator, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 3.24 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, the Master Servicer and/or Servicer, the Securities Administrator and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Trustee, the Master Servicer and/or Servicer, the Securities Administrator, the Depositor or their respective officers, directors, agents or affiliates as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor any such party in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor such party or parties on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 3.24 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) The Servicer shall, using its best reasonable efforts, on or before March 15th of each calendar year, commencing in 2008 (or, if not a Business Day, on the immediately preceding Business Day), at its own expense, deliver to the Seller, the Trustee, the Securities Administrator, the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31, a Servicing Officer’s certificate in the form of Exhibit J hereto, stating, as to each signer thereof, that (1) a review of the activities of the Servicer during such preceding calendar year or portion thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (2) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, (“XxxxxxxxSxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 2008, execute and deliver an Officer's Certificate to the Master Servicer and the Depositor for the benefit of the Trust Fund, the Master Servicer and the Depositor and their officers, directors and affiliates, in the form of Exhibit E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (ai) The Servicer shallAdministrator shall deliver to each Note Rating Agency, using its best reasonable effortsthe Indenture Trustee, the Credit Manager and Xxxxxx Xxx, on or before March 15th 31 of each calendar year, commencing an Officer’s Certificate executed by a Responsible Officer of the Administrator, stating that (A) a review of the activities of the Issuer, the Administrator and, in 2008 the event that the Administrator is the same entity as the Servicer, the Servicer, during the preceding 12-month period ended December 31 and of its performance under this Base Indenture and the PC Repurchase Agreement has been made under the supervision of the officer executing the Officer’s Certificate, and (B) the Administrator and, in the event that the Administrator is the same entity as the Servicer, the Servicer, has fulfilled all its obligations under this Base Indenture and the PC Repurchase Agreement in all material respects throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default and the nature and status thereof. (ii) If the Administrator is not a Business Daythe same entity as the Servicer, on then the immediately preceding Business Day), at its own expense, Servicer shall deliver to the Sellereach Note Rating Agency, the Indenture Trustee, the Depositor Credit Manager and the Master Servicer with respect to the period ending Xxxxxx Mae, on the immediately preceding December 31or before March 31 of each year, a Servicing an Officer’s certificate in Certificate executed by a Responsible Officer of the form of Exhibit J heretoServicer, stating, as to each signer thereof, stating that (1A) a review of the activities of the Servicer during such the preceding calendar year or portion thereof 12-month period ended December 31 and of its performance under this Base Indenture and the PC Repurchase Agreement for such period has been made under such Servicing the supervision of the officer executing the Officer’s supervision Certificate, and (2B) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Base Indenture and the PC Repurchase Agreement in all material respects throughout such year (or applicable portion thereof), period or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifically identifying specifying each such failure known to such Servicing Officer default and the nature and status thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the Xxxxxxxx-Xxxxx Act of 2002, as amended, (“Xxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 2008, execute and deliver an Officer's Certificate to the Master Servicer and the Depositor for the benefit of the Trust Fund, the Master Servicer and the Depositor and their officers, directors and affiliates, in the form of Exhibit E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) The Servicer shall, using its best reasonable efforts, on or before March 15th of each calendar year, commencing in 2008 2007 (or, if not a Business Day, on the immediately preceding Business Day), at its own expense, deliver to the Seller, the TrusteeSecurities Administrator, the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31, a Servicing Officer’s certificate in the form of Exhibit J hereto, stating, as to each signer thereof, that (1) a review of the activities of the Servicer during such preceding calendar year or portion thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (2) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the Xxxxxxxx-Xxxxx Act of 2002, as amended, (“Xxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 20082007, execute and deliver an Officer's Certificate to the Master Servicer and the Depositor for the benefit of the Trust Fund, the Master Servicer and the Depositor and their officers, directors and affiliates, in the form of Exhibit E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) The Servicer shall, using its best reasonable efforts, on or before March 15th 1st, but in no event later than March 15th, of each calendar year, commencing in 2008 (or, if not a Business Day, on the immediately preceding Business Day)2007, at its own expense, deliver to the Seller, the Trustee, the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31, a Servicing Officer’s certificate in the form of Exhibit J hereto, stating, as to each signer thereof, that (1) a review of the activities of the Servicer during such preceding calendar year or portion thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (2) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, (“Xxxxxxxx"Sxxxxxxx-Xxxxx”") is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th 1st, but in no event later than March 15th, (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 20082007, execute and deliver an Officer's Certificate to the Master Servicer Servicer, the Trustee and the Depositor for the benefit of the Trust Fund, the Master Servicer and the Depositor and their officers, directors and affiliates, in the form of Exhibit E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) The Servicer shall, using its best reasonable efforts, on or before March 15th of each calendar year, commencing in 2008 2007 (or, if not a Business Day, on the immediately preceding Business Day), at its own expense, deliver to the Seller, the Trustee, the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31, a Servicing Officer’s certificate in the form of Exhibit J hereto, stating, as to each signer thereof, that (1) a review of the activities of the Servicer during such preceding calendar year or portion thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (2) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, (“XxxxxxxxSxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 20082007, execute and deliver an Officer's Certificate to the Master Servicer and the Depositor for the benefit of the Trust Fund, the Master Servicer and the Depositor and their officers, directors and affiliates, in the form of Exhibit E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) The Servicer shall, using its best reasonable efforts, on or before March 15th of each calendar year, commencing in 2008 (or, if not a Business Day, on the immediately preceding Business Day), at its own expense, deliver to the Seller, the Trustee, the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31, a Servicing Officer’s certificate in the form of Exhibit J hereto, stating, as to each signer thereof, that (1) a review of the activities of the Servicer during such preceding calendar year or portion thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (2) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the XxxxxxxxSarbanes-Xxxxx Act of Xxx xx 2002, as amended, (“XxxxxxxxSarbanes-Xxxxx”) is required xx xxquired to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 2008, execute and deliver an Officer's Certificate to the Master Servicer and the Depositor for the benefit of the Trust Fund, the Master Servicer and the Depositor and their officers, directors and affiliates, in the form of Exhibit E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) The Servicer shall, using its best reasonable efforts, on or before March 15th of each calendar year, commencing in 2008 2007 (or, if not a Business Day, on the immediately preceding Business Day), at its own expense, deliver to the Seller, the Trustee, the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31, a Servicing Officer’s certificate in the form of Exhibit J hereto, stating, as to each signer thereof, that (1) a review of the activities of the Servicer during such preceding calendar year or portion thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (2) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the XxxxxxxxSarxxxxx-Xxxxx Act Xxt of 2002, as amended, (“Xxxxxxxx"Sarxxxxx-Xxxxx”") is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 20082007, execute and deliver an Officer's Certificate to the Master Servicer Servicer, the Trustee and the Depositor for the benefit of the Trust Fund, the Master Servicer and the Depositor and their officers, directors and affiliates, in the form of Exhibit E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the Trustee, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) The Servicer shall, using its best reasonable efforts, on or before March 15th of each calendar year, commencing in 2008 2007 (or, if not a Business Day, on the immediately preceding Business Day), at its own expense, deliver to the Seller, the TrusteeSecurities Administrator, the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31, a Servicing Officer’s certificate in the form of Exhibit J hereto, stating, as to each signer thereof, that (1) a review of the activities of the Servicer during such preceding calendar year or portion thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (2) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended, (“XxxxxxxxSxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 20082007, execute and deliver an Officer's Certificate to the Master Servicer and the Depositor for the benefit of the Trust Fund, the Master Servicer and the Depositor and their officers, directors and affiliates, in the form of Exhibit E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.

Annual Officer’s Certificates. (a) The Servicer shall, using its best reasonable efforts, on or before March 15th of each calendar year, commencing in 2008 2007 (or, if not a Business Day, on the immediately preceding Business Day), at its own expense, deliver to the Seller, the Trustee, the Depositor and the Master Servicer with respect to the period ending on the immediately preceding December 31, a Servicing Officer’s certificate in the form of Exhibit J hereto, stating, as to each signer thereof, that (1) a review of the activities of the Servicer during such preceding calendar year or portion thereof and of its performance under this Agreement for such period has been made under such Servicing Officer’s supervision and (2) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Servicing Officer and the nature and status thereof, including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the Xxxxxxxx-Xxxxx Act of 2002, as amended, (“Xxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, a Servicing Officer shall, using its best reasonable efforts, on or before March 15th (or if not a Business Day, the immediately preceding Business Day) of each calendar year, beginning in 20082007, execute and deliver an Officer's Certificate to the Master Servicer and the Depositor for the benefit of the Trust Fund, the Master Servicer and the Depositor and their officers, directors and affiliates, in the form of Exhibit E hereto. (c) The Servicer shall indemnify and hold harmless the Seller, the Master Servicer, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 5.03 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer and/or the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer and/or the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer and/or the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer and/or the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.03 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.