Common use of Annual Statements as to Compliance Clause in Contracts

Annual Statements as to Compliance. Not later than the earlier of (a) March 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), (A) each Servicer, other than WFBNA, shall deliver to the Depositor, the Rating Agencies and the Trustee and (B) WFBNA shall deliver to the Trustee and the Trustee shall subsequently deliver to the Depositor and the Rating Agencies, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a review of the activities of such Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such Servicer under this Agreement has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, such Servicer has fulfilled all 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, specifying each failure known to such officer and the nature and status thereof. With respect to any Subservicer that meets the criteria of Item 1108(a)(2)(i) through (iii) of Regulation AB, the related Servicer shall deliver, on behalf of that Subservicer, the Officer’s Certificate set forth in this Section 3.17 as and when required with respect to such Servicer.

Annual Statements as to Compliance. Not later than the earlier of (a) March 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), (A) each the Servicer, other than WFBNAand if required by the Depositor, any Special Collections Servicer, shall deliver to the Depositor, the Rating Agencies and the Trustee and (B) WFBNA shall deliver to the Trustee and the Trustee shall subsequently deliver to the Depositor and the Rating Agencies, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a review of the activities of such the Servicer or Special Collections Servicer, as applicable, during the preceding calendar year (or applicable portion thereof) and of the performance of such the Servicer or the Special Collections Servicer under this Agreement has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, such the Servicer or Special Collections Servicer, as applicable, has fulfilled all 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, specifying each failure known to such officer and the nature and status thereof. With respect to any Subservicer that meets the criteria of Item 1108(a)(2)(i) through (iii) of Regulation AB, the related Servicer shall deliver, on behalf of that Subservicer, the Officer’s Certificate set forth in this Section 3.17 as and when required with respect to such the Servicer.

Annual Statements as to Compliance. Not later than the earlier of (a) March 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), (A) each Servicer, other than WFBNA, and the Servicer shall deliver to the Depositor, the Rating Agencies and the Trustee and (B) WFBNA shall deliver to the Trustee and the Trustee shall subsequently deliver to the Depositor and the Rating Agencies, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a review of the activities of such the Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such the Servicer under this Agreement has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, such the Servicer has fulfilled all 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, specifying each failure known to such officer and the nature and status thereof. With respect to any Subservicer that meets the criteria of Item 1108(a)(2)(i) through (iii) of Regulation AB, the related Servicer shall deliver, on behalf of that Subservicer, the Officer’s Certificate set forth in this Section 3.17 13.02 as and when required with respect to such the Servicer.

Annual Statements as to Compliance. Not later than the earlier of (a) March 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), (A) each Servicer, other than WFBNA, and the Modification Oversight Agent shall deliver to the Depositor, the Rating Agencies and the Trustee and (B) WFBNA shall deliver to the Trustee and the Trustee shall subsequently deliver to the Depositor and the Rating Agencies, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a review of the activities of such Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such Servicer or the Modification Oversight Agent, as applicable, under this Agreement has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, such Servicer or Modification Oversight Agent, as applicable, has fulfilled all 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, specifying each failure known to such officer and the nature and status thereof. With respect to any Subservicer that meets the criteria of Item 1108(a)(2)(i) through (iii) of Regulation AB, the related Servicer shall deliver, on behalf of that Subservicer, the Officer’s Certificate set forth in this Section 3.17 as and when required with respect to such Servicer.

Annual Statements as to Compliance. Not later than the earlier of (a) March 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), (A) each Servicer, other than WFBNA, shall deliver to the Depositor, the Rating Agencies and the Trustee and (B) WFBNA shall deliver to the Trustee and the Trustee shall subsequently deliver to the Depositor and the Rating Agencies, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a review of the activities of such Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such Servicer under this Agreement has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, such Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof)year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respect, specifying each failure such material default known to such officer and the nature and status thereofthereof and the action being taken by such Servicer to cure such material default. With respect to any Subservicer that meets the criteria of Item 1108(a)(2)(i) through (iii) of Regulation AB, the related Servicer shall deliver, on behalf of that Subservicer, the Officer’s Certificate set forth in this Section 3.17 as and when required with respect to such Servicer.

Annual Statements as to Compliance. Not later than The Servicer shall, at its expense, cause a firm of independent public accountants that is a member of the earlier American Institute of Certified Public Accountants (athe “Annual Accountant Report”) March 15th to furnish to the Indenture Trustee on or before April 30 of each year beginning in 2010, a statement generally to the effect that (i) it has obtained a letter of representation regarding certain matters from the management of the Servicer that includes an assertion that the Servicer has complied with certain minimum loan servicing standards, identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, during the most recently completed calendar year and (ii) on the basis of an examination conducted by such firm in accordance with established criteria, that such representation is fairly stated in all material respects, subject to such exceptions and other than qualifications as may be appropriate. In rendering the calendar year during which Annual Accountant Report, the Closing Date occurs) or (b) with respect firm may rely, as to any calendar year during which matters relating to the Depositor’s annual report direct servicing of leases and/or licenses by Sub-Servicers, upon comparable reports of firms of independent certified public accountants rendered on Form 10-K is required to be filed the basis of examinations conducted in accordance with the Exchange Act and the rules and regulations same standards, within one year of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10with respect to those Sub-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), (A) each Servicer, other than WFBNA, Servicers. The Servicer also shall deliver to the DepositorIndenture Trustee on or before April 30 of each year, beginning in 2010, at its own expense, among others, a statement signed by an officer of the Rating Agencies and Servicer (the Trustee and (B) WFBNA shall deliver “Annual Performance Certificate”), to the Trustee and the Trustee shall subsequently deliver to the Depositor and the Rating Agencieseffect that, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a review of the activities of such Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such Servicer under this Agreement has been made under such officer’s supervision, and (ii) to the best knowledge of such officer’s knowledge, based on such review, such the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such the preceding calendar year (or applicable portion thereof), or, during which the Notes were outstanding (and if there it has been a failure to fulfill any not so fulfilled certain of such obligation in any material respectobligations, specifying each failure known to such officer and the nature and status details thereof. With respect to any Subservicer that meets the criteria of Item 1108(a)(2)(i) through (iii) of Regulation AB, the related Servicer shall deliver, on behalf of that Subservicer, the Officer’s Certificate set forth in this Section 3.17 as and when required with respect to such Servicer).

Annual Statements as to Compliance. Not later than the earlier of (a) March 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), (A) each Servicer, other than WFBNA, the Servicer shall deliver to the Depositor, the Rating Agencies and the Trustee and (B) WFBNA shall deliver to the Trustee and the Trustee shall subsequently deliver to the Depositor and the Rating Agencies, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a review of the activities of such the Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such the Servicer under this Agreement has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, such the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof)year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respect, specifying each failure such material default known to such officer and the nature and status thereofthereof and the action being taken by the Servicer to cure such material default. With respect to any Subservicer Reg. AB Sub-Servicer that meets the criteria of Item 1108(a)(2)(i) through (iii) of Regulation AB, in any calendar year during which the related Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, the Servicer shall deliver, on behalf of that Subservicersuch Reg AB Sub-Servicer, the Officer’s Certificate set forth in this Section 3.17 3.20 as and when required with respect to such the Servicer.

Annual Statements as to Compliance. Not later than the earlier of (a) March 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), (A) each Servicer, other than WFBNA, shall deliver to the Depositor, the Rating Agencies and the Trustee and (B) WFBNA shall deliver to the Trustee and the Trustee shall subsequently deliver to the Depositor and the Rating Agencies, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a review of the activities of such Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such Servicer under this Agreement has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, such Servicer has fulfilled all 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, specifying each failure known to such officer and the nature and status thereof. With respect to any Subservicer that meets the criteria of Item 1108(a)(2)(i) through (iii) of Regulation AB, the related Servicer shall deliver, on behalf of that Subservicer, the Officer’s Certificate set forth in this Section 3.17 as and when required with respect to such Servicer.

Annual Statements as to Compliance. Not later than the earlier of (a) March 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), (A) each Servicer, other than WFBNA, the Servicer shall deliver to the Depositor, the Rating Agencies and the Trustee and (B) WFBNA shall deliver to the Trustee and the Trustee shall subsequently deliver to the Depositor and the Rating Agencies, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a review of the activities of such the Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such the Servicer under this Agreement has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, such the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof)year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respect, specifying each failure such material default known to such officer and the nature and status thereofthereof and the action being taken by the Servicer to cure such material default. With respect to any Subservicer Sub-Servicer that meets the criteria of Item 1108(a)(2)(i) through (iii) of Regulation AB, the related Servicer shall deliver, on behalf of that Subservicersuch Sub-Servicer, the Officer’s Certificate set forth in this Section 3.17 3.20 as and when required with respect to such the Servicer.

Annual Statements as to Compliance. Not later than Commencing in the earlier calendar year following the date of (a) March 15th this Agreement, each Servicer shall deliver to the Master Servicer on or before February 28th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), (A) each Servicer, other than WFBNA, shall deliver to the Depositor, the Rating Agencies and the Trustee and (B) WFBNA shall deliver to the Trustee and the Trustee shall subsequently deliver to the Depositor and the Rating Agencies, an Officer’s 's Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (ia) a review of the activities of such Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such Servicer under this Agreement has been made under such officer’s 's supervision, and (iib) to the best of such officer’s 's knowledge, based on such review, such Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof)year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respectobligation, specifying each failure such default known to such officer and the nature and status thereof. With Commencing in the calendar year following the date of this Agreement, the Master Servicer shall deliver to the Depositor on or before February 28th of each calendar year (or if not a Business Day, the immediately preceding Business Day), an Officer's Certificate, certifying that with respect to the period ending December 31 of the prior year: (i) such Servicing Officer has reviewed the activities of such Master Servicer during the preceding calendar year or portion thereof and its performance under this Agreement, (ii) to the best of such Servicing Officer's knowledge, based on such review, such Master Servicer has performed and fulfilled its duties, responsibilities and obligations under this Agreement in all material respects throughout such year, or, if there has been a default in the fulfillment of any Subservicer that meets such duties, responsibilities or obligations, specifying each such default known to such Servicing Officer and the criteria of Item 1108(a)(2)(i) through nature and status thereof, (iii) nothing has come to the attention of Regulation ABsuch Servicing Officer to lead such Servicing Officer to believe that any Servicer has failed to perform any of its duties, responsibilities and obligations under its Servicing Agreement in all material respects throughout such year, or, if there has been a material default in the related Servicer shall deliverperformance or fulfillment of any such duties, on behalf of that Subservicerresponsibilities or obligations, the Officer’s Certificate set forth in this Section 3.17 as and when required with respect specifying each such default known to such ServicerServicing Officer and the nature and status thereof.

Annual Statements as to Compliance. Not later than the earlier of (a) March 15th of each calendar year (other than the calendar year during which the Closing Date occurs) or (b) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), (A) each Servicer, other than WFBNA, the Servicer shall deliver to the Depositor, the Rating Agencies Agencies, the Master Servicer, [__________] and the Trustee and (B) WFBNA shall deliver to the Trustee and the Trustee shall subsequently deliver to the Depositor and the Rating Agencies, an Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a review of the activities of such the Servicer during the preceding calendar year (or applicable portion thereof) and of the performance of such the Servicer under this Agreement has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, such the Servicer has fulfilled all its obligations under this Agreement in all material respects throughout such year (or applicable portion thereof)year, or, if there has been a failure to fulfill default in the fulfillment of any such obligation in any material respect, specifying each failure such material default known to such officer and the nature and status thereofthereof and the action being taken by the Servicer to cure such material default. With respect to any Subservicer Sub-Servicer that meets the criteria of Item 1108(a)(2)(i) through (iii) of Regulation AB, the related Servicer shall deliver, on behalf of that Subservicersuch Sub-Servicer, the Officer’s Certificate set forth in this Section 3.17 3.20 as and when required with respect to such the Servicer.