Common use of Annual Reports; Statements as to Compliance Clause in Contracts

Annual Reports; Statements as to Compliance. (a) On or before ninety (90) days after the end of each fiscal year of the Servicer, the Servicer shall deliver to the Issuer, the Initial Lender and the Trustee and each Noteholder, a copy of the financial statements of the Servicer containing a report of a firm of Independent Public Accountants to the effect that such firm has examined certain books and records of the Servicer and that, on the basis of such examination conducted substantially in compliance with generally accepted audit standards, such financial statements accurately reflect the financial condition of the Servicer. In the event such firm of Independent Public Accountants requires the Trustee to agree to the procedures performed by such firm of Independent Public Accountants, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) The Servicer shall deliver to the Trustee, the Initial Lender and each Noteholder by the close of business on the Determination Date of each month the Officer's Certificate contemplated in Section 2.17, which shall state as to each signer thereof, that (a) a review of the activities of the Servicer (and each Subservicer) during the preceding calendar month and of performance under this Agreement has been made under such officer's supervision and (b) to the best of such officer's knowledge, based on such review, each of the Servicer and any Subservicer has fulfilled all its respective obligations under this Agreement throughout such month, or, if there has been an Event of Servicing Termination or if an event has occurred that with notice or lapse of time or both would become an Event of Servicing Termination, specifying each such Event of Servicing Termination or event known to such officer and nature and status thereof, and remedies therefor being pursued. Notwithstanding the obligation to deliver such certificates, the Servicer shall promptly (but in any event within five Business Days) notify the Issuer, the Initial Lender, the Noteholders and the Trustee upon receiving actual knowledge of any event which constitutes an Event of Servicing Termination or would constitute an Event of Servicing Termination but for the requirement that notice be given or time elapse or both.

Annual Reports; Statements as to Compliance. (a) On or before ninety (90) The [Master Servicer] and the Servicer shall each deliver to the [Master Administrator] and the Trustee as soon as available, but in any event within 120 days after the end of each of its fiscal year years, a consolidated and consolidating balance sheet of it and its Subsidiaries, if any, as at such last day of the fiscal year, a consolidated and consolidating statements of income and retained earnings and statements of cash flow, for each such fiscal year, each prepared in accordance with GAAP, in reasonable detail, and as to the consolidated statements, certified without qualification by an Independent Public Accountant, who may also render other services to the [Master Servicer], the Servicer, the Servicer shall deliver or any of their Affiliates and certified, as to the Issuer, consolidating statements by the Initial Lender and the Trustee and each Noteholder, a copy chief financial officer of the financial statements of the Servicer containing a report of a firm of Independent Public Accountants to the effect that such firm has examined certain books and records of the Servicer and that, on the basis of such examination conducted substantially in compliance with generally accepted audit standards, such financial statements accurately reflect the financial condition of the [Master Servicer. In the event such firm of Independent Public Accountants requires the Trustee to agree to the procedures performed by such firm of Independent Public Accountants, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of ] or the Servicer, as the case may be, as fairly presenting the financial position and the Trustee has not made any independent inquiry results of operations of the [Master Servicer] or investigation the Servicer, respectively, as to, at and shall have no obligation or liability for the year ending on its date and as having been prepared in respect of, the sufficiency, validity or correctness of such proceduresaccordance with GAAP. (b) The [Master Servicer] and the Servicer shall each, and shall cause any Subservicer (to the extent (a) such Person is in any manner receiving Payments or (b) required by the [Master Administrator] or the Rating Agency by written notice to the [Master Administrator] and the Trustee) hereunder to, deliver to the Trustee, [Master Administrator] and the Initial Lender and each Noteholder by the close of business Trustee on the Determination Date or before __________ of each month the year, beginning with _________, 199_ an Officer's Certificate contemplated in Section 2.17stating, which shall state as to each signer thereof, that (a) a review of the activities of the Servicer (and each [Master Servicer], the Servicer, or the Subservicer) , as the case may be, during the preceding calendar month year and of performance under this Agreement has been made under such officer's supervision and (b) to the best of such officer's knowledge, based on such review, each of the [Master Servicer], the Servicer and any Subservicer or Subservicer, as the case may be, has fulfilled all its respective obligations under this Agreement throughout such monthyear, or, if there has been an Event a default in the fulfillment of Servicing Termination or if an event has occurred that with notice or lapse of time or both would become an Event of Servicing Terminationany such obligation, specifying each such Event of Servicing Termination or event default known to such officer and the nature and status thereof, thereof and remedies therefor being pursued. Notwithstanding the obligation to deliver such certificates, . (c) The [Master Servicer] and the Servicer shall promptly (but in any event within five Business Days) notify the Issuer, the Initial Lender, the Noteholders Trustee and the Trustee [Master Administrator] upon receiving actual knowledge of any event which constitutes an Event of Master Servicing Termination or and Event of Servicing Termination or would constitute an Event of Master Servicing Termination or an Event of Servicing Termination but for the requirement that notice be given or time elapse or both.

Annual Reports; Statements as to Compliance. (a) On or before ninety (90) The [Master Servicer] and the Servicer shall each deliver to the [Master Administrator] and the Trustee as soon as available, but in any event within 120 days after the end of each of its fiscal year years, a consolidated and consolidating balance sheet of it and its Subsidiaries, if any, as at such last day of the fiscal year, a consolidated and consolidating statements of income and retained earnings and statements of cash flow, for each such fiscal year, each prepared in accordance with GAAP, in reasonable detail, and as to the consolidated statements, certified without qualification by an Independent Public Accountant, who may also render other services to the [Master Servicer], the Servicer, the Servicer shall deliver or any of their Affiliates and certified, as to the Issuer, consolidating statements by the Initial Lender and the Trustee and each Noteholder, a copy chief financial officer of the financial statements of the Servicer containing a report of a firm of Independent Public Accountants to the effect that such firm has examined certain books and records of the Servicer and that, on the basis of such examination conducted substantially in compliance with generally accepted audit standards, such financial statements accurately reflect the financial condition of the [Master Servicer. In the event such firm of Independent Public Accountants requires the Trustee to agree to the procedures performed by such firm of Independent Public Accountants, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of ] or the Servicer, as the case may be, as fairly presenting the financial position and the Trustee has not made any independent inquiry results of operations of the [Master Servicer] or investigation the Servicer, respectively, as to, at and shall have no obligation or liability for the year ending on its date and as having been prepared in respect of, the sufficiency, validity or correctness of such proceduresaccordance with GAAP. (b) The [Master Servicer] and the Servicer shall each, and shall cause any Subservicer (to the extent (a) such Person is in any manner receiving Payments or (b) required by the [Master Administrator] or the Rating Agency by written notice to the [Master Administrator] and the Trustee) hereunder to, deliver to the Trustee, [Master Administrator] and the Initial Lender and each Noteholder by the close of business Trustee on the Determination Date or before __________ of each month the year, beginning with _________, 199_ an Officer's Certificate contemplated in Section 2.17stating, which shall state as to each signer thereof, that (a) a review of the activities of the Servicer (and each [Master Servicer], the Servicer, or the Subservicer) , as the case may be, during the preceding calendar month year and of performance under this Agreement has been made under such officer's supervision and (b) to the best of such officer's knowledge, based on such review, each of the [Master Servicer], the Servicer and any Subservicer or Subservicer, as the case may be, has fulfilled all its respective obligations under this Agreement throughout such monthyear, or, if there has been an Event a default in the fulfillment of Servicing Termination or if an event has occurred that with notice or lapse of time or both would become an Event of Servicing Terminationany such obligation, specifying each such Event of Servicing Termination or event default known to such officer and the nature and status thereof, thereof and remedies therefor being pursued. Notwithstanding the obligation to deliver such certificates, . (c) The [Master Servicer] and the Servicer shall promptly (but in any event within five Business Days) notify the Issuer, the Initial Lender, the Noteholders Trustee and the Trustee [Master Administrator] upon receiving actual knowledge of any event which constitutes an Event of Master Servicing Termination or and Event of Servicing Termination or would constitute an Event of Master Servicing Termination but for the requirement that notice be given or time elapse or both.an

Annual Reports; Statements as to Compliance. (a) On or before ninety (90) days after the end of each fiscal year of the Servicer, the Servicer shall deliver to the Issuer, the Initial Lender Issuer and the Trustee and (who shall promptly forward a copy to each Noteholder), a copy of the financial statements of the Servicer containing a report of a firm of Independent Public Accountants to the effect that such firm has examined certain books and records of the Servicer and that, on the basis of such examination conducted substantially in compliance with generally accepted audit standards, such financial statements accurately reflect the financial condition of the Servicer. In the event such firm of Independent Public Accountants requires the Trustee to agree to the procedures performed by such firm of Independent Public Accountants, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. (b) The Servicer shall deliver to the Trustee, the Initial Lender and Trustee (who shall promptly forward a copy to each Noteholder Noteholder) by the close of business on the Determination Date of each month the Officer's Certificate contemplated in Section 2.17, which shall state as to each signer thereof, that (a) a review of the activities of the Servicer (and each Subservicer) during the preceding calendar month and of performance under this Agreement has been made under such officer's supervision and (b) to the best of such officer's knowledge, based on such review, each of the Servicer and any Subservicer has fulfilled all its respective obligations under this Agreement throughout such month, or, if there has been an Event of Servicing Termination or if an event has occurred that with notice or lapse of time or both would become an Event of Servicing Termination, specifying each such Event of Servicing Termination or event known to such officer and nature and status thereof, and remedies therefor being pursued. Notwithstanding the obligation to deliver such certificates, the Servicer shall promptly (but in any event within five Business Days) notify the Issuer, the Initial Lender, the Noteholders and the Trustee upon receiving actual knowledge of any event which constitutes an Event of Servicing Termination or would constitute an Event of Servicing Termination but for the requirement that notice be given or time elapse or both.

Annual Reports; Statements as to Compliance. (a) On or before ninety (90) The Servicer shall deliver to the Trustee and the Rating Agencies as soon as available, but in any event within 120 days after the end of each of its fiscal year years, a consolidated balance sheet of it and its Subsidiaries, if any, as at such last day of the fiscal year, a consolidated statement of income and retained earnings and statements of cash flow, for each such fiscal year, each prepared in accordance with GAAP, in reasonable detail, and as to the consolidated statements, certified without qualification by an Independent Public Accountant, who may also render other services to the Servicer, or any of its Affiliates and certified by the Servicer shall deliver to the Issuer, the Initial Lender and the Trustee and each Noteholder, a copy of the chief financial statements officer of the Servicer containing a report as fairly presenting the financial position and the results of a firm of Independent Public Accountants to the effect that such firm has examined certain books and records operations of the Servicer as at and that, for the year ending on the basis of such examination conducted substantially its date and as having been prepared in compliance accordance with generally accepted audit standards, such financial statements accurately reflect the financial condition of the Servicer. In the event such firm of Independent Public Accountants requires the Trustee to agree to the procedures performed by such firm of Independent Public Accountants, the Servicer shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such proceduresGAAP. (b) The Servicer shall, and shall cause any Subservicer (to the extent such Person is in any manner receiving Payments hereunder) to, deliver to the Trustee, Trustee and the Initial Lender and each Noteholder by the close of business Rating Agencies on the Determination Date or before March 31st of each month the year, beginning with March 31, 1997, an Officer's Certificate contemplated in Section 2.17stating, which shall state as to each signer thereof, that (a) a review of the activities of the Servicer (and each or the Subservicer) , as the case may be, during the preceding calendar month year and of performance under this Agreement has been made under such officer's supervision and (b) to the best of such officer's knowledge, based on such review, each of the Servicer and any Subservicer or Subservicer, as the case may be, has fulfilled all its respective obligations under this Agreement throughout such monthyear, or, if there has been an Event a default in the fulfillment of Servicing Termination or if an event has occurred that with notice or lapse of time or both would become an Event of Servicing Terminationany such obligation, specifying each such Event of Servicing Termination or event default known to such officer and the nature and status thereof, thereof and remedies therefor being pursued. Notwithstanding the obligation to deliver such certificates, the . (c) The Servicer shall promptly (but in any event within five two Business Days) notify the Issuer, the Initial Lender, the Noteholders and the Trustee upon receiving actual knowledge of any event which constitutes an Event of Servicing Termination or would constitute an Event of Servicing Termination but for the requirement that notice be given or time elapse or both.