Common use of Annual Statements as to Compliance Clause in Contracts

Annual Statements as to Compliance. The Master Servicer, the Trust Administrator, the Modification Oversight Agent and each Servicer shall deliver or otherwise make available (and the Master Servicer, the Trust Administrator, the Modification Oversight Agent and each Servicer shall cause any Additional Servicer engaged by it to deliver or otherwise make available) to the Depositor, the Trustee and the Trust Administrator on or before March 15 of each year, commencing in March 2007, an Officer’s Certificate (an “Item 1123 Certificate”) stating, as to the signer thereof, that (A) a review of such party’s activities during the preceding calendar year or portion thereof and of such party’s performance under this Agreement, or such other applicable agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Promptly after receipt of each such Item 1123 Certificate, the Depositor shall review such Item 1123 Certificate and, if applicable, consult with each such party, as applicable, as to the nature of any failures by such party, in the fulfillment of any of such party’s obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. The Master Servicer shall include all Item 1123 Certificates received by it from each Servicer with its Item 1123 Certificate to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator or any Additional Servicer engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of an Additional Servicer, as the case may be, such party shall provide an Item 1123 Certificate pursuant to this Section 14.06 or to such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation. The Master Servicer shall enforce any obligation of a Servicer to deliver to the Master Servicer an Item 1123 Certificate as may be required. The Master Servicer shall include such Item 1123 Certificate with its own Item 1123 Certificate to be submitted to the Certificate Insurer, the Trust Administrator, the Depositor and the Trustee pursuant to this Section. Notwithstanding anything to the contrary in this Section, Xxxxx Fargo in its capacity as a Servicer shall deliver its Item 1123 Certificate to the Master Servicer (only so long as Xxxxx Fargo is the Master Servicer) who in turn will forward such items to the appropriate parties.

Annual Statements as to Compliance. The Master Servicer, Servicer will provide to the Trust Administrator, the Modification Oversight Agent and each Servicer shall deliver or otherwise make available (Borrower and the Master ServicerDocumentation Agent, the Trust Administrator, the Modification Oversight Agent and each Servicer shall cause any Additional Servicer engaged by it to deliver or otherwise make available) to the Depositor, the Trustee and the Trust Administrator on or before March December 15 of each year, commencing in March 2007, year an Officer’s Certificate (an “Item 1123 Certificate”) stating, as to annual report signed by a Responsible Officer of the signer thereof, Servicer certifying that (Aa) a review of such party’s the activities during of the preceding calendar year or portion thereof Servicer, and of such partythe Servicer’s performance under pursuant to this Agreement, or for the twelve-month period ending on the preceding September 30 of such other applicable agreement in the case of an Additional Servicer, year has been made under such officerPerson’s supervision and (Bb) the Servicer has performed or has caused to the best be performed in all material respects all of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects Agreement throughout such year twelve-month period and no Servicer Termination Event has occurred and is continuing (or portion thereof, or, if there a Servicer Termination Event has been a failure to fulfill any such obligation in any material respectso occurred and is continuing, specifying each such failure known to such officer and event, the nature and status thereof. Promptly after receipt of each thereof and the steps necessary to remedy such Item 1123 Certificateevent, the Depositor shall review such Item 1123 Certificate and, if applicable, consult with each a Servicer Termination Event occurred during such party, as applicable, as year and no notice thereof has been given to the nature of any failures by Documentation Agent, specifying such party, in Servicer Termination Event and the fulfillment of any of steps taken to remedy such party’s obligations hereunder or, in event). On or before the case of an Additional Servicer, under date on which such other applicable agreement. The Master Servicer shall include all Item 1123 Certificates received by it from each Servicer with its Item 1123 Certificate to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator annual statement (or any Additional Servicer engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of an Additional Servicernine-month period report, as the case may be) of the Servicer is due in each year, the Servicer shall also cause to be delivered to the Documentation Agent a statement substantially in the form of Exhibit I hereto from a firm of internationally recognized independent public accountants which are reasonably satisfactory to the Facility Agent indicating that, based on procedures agreed upon by such party firm and the Servicer and which are reasonably satisfactory to the Facility Agent, (i) that such firm has reviewed the Monthly Reports, Quarterly Reports, Servicer’s Certificates, Loan Lists and valuations reports from the Approved Valuation Agent received since the last review and applicable information from the Servicer, (ii) that the calculations within those Monthly Reports, Quarterly Reports and Servicer’s Certificates have been performed in accordance with the applicable provisions of this Agreement, (iii) the Aggregate Purchased Loan Balance and the Net Portfolio Collateral Balance as of the immediately preceding Payment Date, (iv) the extent of compliance of the Collateral with the criteria set forth in the definitions of “Eligible Loans” and “Borrowing Base Eligible Loans,” and (v) each of the Loans in the Loan List conforms to the stated characteristics listed for such Loan. In the event such firm of independent public accountants requires the Facility Agent to agree to the procedures performed by such firm, the Facility Agent, without undertaking any obligation to pay fees or other amounts to such firm, shall provide an Item 1123 Certificate do so at the direction of the Required Lenders, but need not make 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. The independent public accountants report shall also indicate that the firm is independent of the Servicer and the Borrower within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Upon receipt of any report or statement pursuant to this Section 14.06 or 7.12, the Documentation Agent shall furnish a copy thereof to the Facility Agent, each Managing Agent, the Backup Servicer and the Rating Agency or, upon notice of the availability thereof (which notice may be delivered by email) make such copy available to such applicable agreement, as parties via the case may be, notwithstanding any such termination, assignment or resignation. The Master Servicer shall enforce any obligation of a Servicer to deliver to the Master Servicer an Item 1123 Certificate as may be required. The Master Servicer shall include such Item 1123 Certificate with its own Item 1123 Certificate to be submitted to the Certificate Insurer, the Trust Administrator, the Depositor and the Trustee pursuant to this Section. Notwithstanding anything to the contrary in this Section, Xxxxx Fargo in its capacity as a Servicer shall deliver its Item 1123 Certificate to the Master Servicer (only so long as Xxxxx Fargo is the Master Servicer) who in turn will forward such items to the appropriate partiesDocumentation Agent’s website.

Annual Statements as to Compliance. The Master Servicer, Servicer will provide to the Trust Administrator, the Modification Oversight Agent and each Servicer shall deliver or otherwise make available (Borrower and the Master ServicerDocumentation Agent, the Trust Administrator, the Modification Oversight Agent and each Servicer shall cause any Additional Servicer engaged by it to deliver or otherwise make available) to the Depositor, the Trustee and the Trust Administrator on or before March December 15 of each year, commencing in March 2007, year an Officer’s Certificate (an “Item 1123 Certificate”) stating, as to annual report signed by a Responsible Officer of the signer thereof, Servicer certifying that (Aa) a review of such party’s the activities during of the preceding calendar year or portion thereof Servicer, and of such partythe Servicer’s performance under pursuant to this Agreement, or for the twelve-month period ending on the preceding September 30 of such other applicable agreement in the case of an Additional Servicer, year has been made under such officerPerson’s supervision and (Bb) the Servicer has performed or has caused to the best be performed in all material respects all of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects Agreement throughout such year twelve-month period and no Servicer Termination Event has occurred and is continuing (or portion thereof, or, if there a Servicer Termination Event has been a failure to fulfill any such obligation in any material respectso occurred and is continuing, specifying each such failure known to such officer and event, the nature and status thereof. Promptly after receipt of each thereof and the steps necessary to remedy such Item 1123 Certificateevent, the Depositor shall review such Item 1123 Certificate and, if applicable, consult with each a Servicer Termination Event occurred during such party, as applicable, as year and no notice thereof has been given to the nature of any failures by Documentation Agent, specifying such party, in Servicer Termination Event and the fulfillment of any of steps taken to remedy such party’s obligations hereunder or, in event). On or before the case of an Additional Servicer, under date on which such other applicable agreement. The Master Servicer shall include all Item 1123 Certificates received by it from each Servicer with its Item 1123 Certificate to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator annual statement (or any Additional Servicer engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of an Additional Servicernine-month period report, as the case may be) of the Servicer is due in each year, the Servicer shall also cause to be delivered to the Documentation Agent a statement substantially in the form of Exhibit I hereto from a firm of nationally recognized independent public accountants which are reasonably satisfactory to the Facility Agent indicating that, based on procedures agreed upon by such party firm and the Servicer and which are reasonably satisfactory to the Facility Agent, (i) that such firm has reviewed the Monthly Reports, Quarterly Reports, Servicer’s Certificates, Loan Lists and valuations reports from the Approved Valuation Agent received since the last review and applicable information from the Servicer, (ii) that the calculations within those Monthly Reports, Quarterly Reports and Servicer’s Certificates have been performed in accordance with the applicable provisions of this Agreement, (iii) the Aggregate Purchased Loan Balance and the Net Portfolio Collateral Balance as of the immediately preceding Payment Date, (iv) the extent of compliance of the Collateral with the criteria set forth in the definitions of “Eligible Loans” and “Borrowing Base Eligible Loans,” and (v) each of the Loans in the Loan List conforms to the stated characteristics listed for such Loan. In the event such firm of independent public accountants requires the Facility Agent to agree to the procedures performed by such firm, the Facility Agent, without undertaking any obligation to pay fees or other amounts to such firm, shall provide an Item 1123 Certificate do so at the direction of the Required Lenders, but need not make 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. The independent public accountants report shall also indicate that the firm is independent of the Servicer and the Borrower within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Upon receipt of any report or statement pursuant to this Section 14.06 or 7.12, the Documentation Agent shall furnish a copy thereof to the Facility Agent, each Managing Agent and the Backup Servicer or, upon notice of the availability thereof (which notice may be delivered by email) make such copy available to such applicable agreement, as parties via the case may be, notwithstanding any such termination, assignment or resignation. The Master Servicer shall enforce any obligation of a Servicer to deliver to the Master Servicer an Item 1123 Certificate as may be required. The Master Servicer shall include such Item 1123 Certificate with its own Item 1123 Certificate to be submitted to the Certificate Insurer, the Trust Administrator, the Depositor and the Trustee pursuant to this Section. Notwithstanding anything to the contrary in this Section, Xxxxx Fargo in its capacity as a Servicer shall deliver its Item 1123 Certificate to the Master Servicer (only so long as Xxxxx Fargo is the Master Servicer) who in turn will forward such items to the appropriate partiesDocumentation Agent’s website.

Annual Statements as to Compliance. The Master Servicer, Servicer will provide to the Trust Administrator, the Modification Oversight Agent and each Servicer shall deliver or otherwise make available (Borrower and the Master ServicerDocumentation Agent, the Trust Administrator, the Modification Oversight Agent and each Servicer shall cause any Additional Servicer engaged by it to deliver or otherwise make available) to the Depositor, the Trustee and the Trust Administrator on or before March May 15 of each year, commencing in March 2007, year an Officer’s Certificate (an “Item 1123 Certificate”) stating, as to annual report signed by a Responsible Officer of the signer thereof, Servicer certifying that (Aa) a review of such party’s the activities during of the preceding calendar year or portion thereof Servicer, and of such partythe Servicer’s performance under pursuant to this Agreement, or for the twelve-month period ending on the preceding March 31 of such other applicable agreement in the case of an Additional Servicer, year has been made under such officerPerson’s supervision and (Bb) the Servicer has performed or has caused to the best be performed in all material respects all of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects Agreement throughout such year twelve-month period and no Servicer Termination Event has occurred and is continuing (or portion thereof, or, if there a Servicer Termination Event has been a failure to fulfill any such obligation in any material respectso occurred and is continuing, specifying each such failure known to such officer and event, the nature and status thereof. Promptly after receipt of each thereof and the steps necessary to remedy such Item 1123 Certificateevent, the Depositor shall review such Item 1123 Certificate and, if applicable, consult with each a Servicer Termination Event occurred during such party, as applicable, as year and no notice thereof has been given to the nature of any failures by Documentation Agent, specifying such party, in Servicer Termination Event and the fulfillment of any of steps taken to remedy such party’s obligations hereunder or, in event). On or before the case of an Additional Servicer, under date on which such other applicable agreement. The Master Servicer shall include all Item 1123 Certificates received by it from each Servicer with its Item 1123 Certificate to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator annual statement (or any Additional Servicer engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of an Additional Servicernine-month period report, as the case may be) of the Servicer is due in each year, the Servicer shall also cause to be delivered to the Documentation Agent a statement substantially in the form of Exhibit I hereto from a firm of internationally recognized independent public accountants which are reasonably satisfactory to the Facility Agent indicating that, based on procedures agreed upon by such party firm and the Servicer and which are reasonably satisfactory to the Facility Agent, (i) that such firm has reviewed the Monthly Reports, Quarterly Reports, Servicer’s Certificates, Loan Lists and valuations reports from the Approved Valuation Agent received since the last review and applicable information from the Servicer, (ii) that the calculations within those Monthly Reports, Quarterly Reports and Servicer’s Certificates have been performed in accordance with the applicable provisions of this Agreement, (iii) the Aggregate Purchased Loan Balance and the Net Portfolio Collateral Balance as of the immediately preceding Payment Date, (iv) the extent of compliance of the Collateral with the criteria set forth in the definitions of “Eligible Loans” and “Borrowing Base Eligible Loans,” and (v) each of the Loans in the Loan List conforms to the stated characteristics listed for such Loan. In the event such firm of independent public accountants requires the Facility Agent to agree to the procedures performed by such firm, the Facility Agent, without undertaking any obligation to pay fees or other amounts to such firm, shall provide an Item 1123 Certificate do so at the direction of the Majority Lenders, but need not make 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. The independent public accountants report shall also indicate that the firm is independent of the Servicer and the Borrower within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Upon receipt of any report or statement pursuant to this Section 14.06 or 7.12, the Documentation Agent shall furnish a copy thereof to the Facility Agent, each Managing Agent, the Backup Servicer and the Rating Agency or, upon notice of the availability thereof (which notice may be delivered by email) make such copy available to such applicable agreement, as parties via the case may be, notwithstanding any such termination, assignment or resignation. The Master Servicer shall enforce any obligation of a Servicer to deliver to the Master Servicer an Item 1123 Certificate as may be required. The Master Servicer shall include such Item 1123 Certificate with its own Item 1123 Certificate to be submitted to the Certificate Insurer, the Trust Administrator, the Depositor and the Trustee pursuant to this Section. Notwithstanding anything to the contrary in this Section, Xxxxx Fargo in its capacity as a Servicer shall deliver its Item 1123 Certificate to the Master Servicer (only so long as Xxxxx Fargo is the Master Servicer) who in turn will forward such items to the appropriate partiesDocumentation Agent’s website.

Annual Statements as to Compliance. The Master Servicer, Servicer will provide to the Trust Administrator, the Modification Oversight Agent and each Servicer shall deliver or otherwise make available (Borrower and the Master ServicerDocumentation Agent, the Trust Administrator, the Modification Oversight Agent and each Servicer shall cause any Additional Servicer engaged by it to deliver or otherwise make available) to the Depositor, the Trustee and the Trust Administrator on or before March December 15 of each year, commencing in March 2007, year an Officer’s Certificate (an “Item 1123 Certificate”) stating, as to annual report signed by a Responsible Officer of the signer thereof, Servicer certifying that (Aa) a review of such party’s the activities during of the preceding calendar year or portion thereof Servicer, and of such partythe Servicer’s performance under pursuant to this Agreement, or for the twelve-month period ending on the preceding September 30 of such other applicable agreement in the case of an Additional Servicer, year has been made under such officerPerson’s supervision and (Bb) the Servicer has performed or has caused to the best be performed in all material respects all of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects Agreement throughout such year twelve-month period and no Servicer Termination Event has occurred and is continuing (or portion thereof, or, if there a Servicer Termination Event has been a failure to fulfill any such obligation in any material respectso occurred and is continuing, specifying each such failure known to such officer and event, the nature and status thereof. Promptly after receipt of each thereof and the steps necessary to remedy such Item 1123 Certificateevent, the Depositor shall review such Item 1123 Certificate and, if applicable, consult with each a Servicer Termination Event occurred during such party, as applicable, as year and no notice thereof has been given to the nature of any failures by Documentation Agent, specifying such party, in Servicer Termination Event and the fulfillment of any of steps taken to remedy such party’s obligations hereunder or, in event). On or before the case of an Additional Servicer, under date on which such other applicable agreement. The Master Servicer shall include all Item 1123 Certificates received by it from each Servicer with its Item 1123 Certificate to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator annual statement (or any Additional Servicer engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of an Additional Servicernine-month period report, as the case may be) of the Servicer is due in each year, the Servicer shall also cause to be delivered to the Documentation Agent a statement substantially in the form of Exhibit I hereto from {B2297203; 11} - 58 - a firm of internationally recognized independent public accountants which are reasonably satisfactory to the Facility Agent indicating that, based on procedures agreed upon by such party firm and the Servicer and which are reasonably satisfactory to the Facility Agent, (i) that such firm has reviewed the Monthly Reports, Quarterly Reports, Servicer’s Certificates, Loan Lists and valuations reports from the Approved Valuation Agent received since the last review and applicable information from the Servicer, (ii) that the calculations within those Monthly Reports, Quarterly Reports and Servicer’s Certificates have been performed in accordance with the applicable provisions of this Agreement, (iii) the Aggregate Purchased Loan Balance and the Net Portfolio Collateral Balance as of the immediately preceding Payment Date, (iv) the extent of compliance of the Collateral with the criteria set forth in the definitions of “Eligible Loans” and “Borrowing Base Eligible Loans,” and (v) each of the Loans in the Loan List conforms to the stated characteristics listed for such Loan. In the event such firm of independent public accountants requires the Facility Agent to agree to the procedures performed by such firm, the Facility Agent, without undertaking any obligation to pay fees or other amounts to such firm, shall provide an Item 1123 Certificate do so at the direction of the Required Lenders, but need not make 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. The independent public accountants report shall also indicate that the firm is independent of the Servicer and the Borrower within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Upon receipt of any report or statement pursuant to this Section 14.06 or 7.12, the Documentation Agent shall furnish a copy thereof to the Facility Agent, each Managing Agent and the Backup Servicer or, upon notice of the availability thereof (which notice may be delivered by email) make such copy available to such applicable agreement, as parties via the case may be, notwithstanding any such termination, assignment or resignation. The Master Servicer shall enforce any obligation of a Servicer to deliver to the Master Servicer an Item 1123 Certificate as may be required. The Master Servicer shall include such Item 1123 Certificate with its own Item 1123 Certificate to be submitted to the Certificate Insurer, the Trust Administrator, the Depositor and the Trustee pursuant to this Section. Notwithstanding anything to the contrary in this Section, Xxxxx Fargo in its capacity as a Servicer shall deliver its Item 1123 Certificate to the Master Servicer (only so long as Xxxxx Fargo is the Master Servicer) who in turn will forward such items to the appropriate partiesDocumentation Agent’s website.

Annual Statements as to Compliance. The Master Servicer, Servicer will provide to the Trust Administrator, the Modification Oversight Agent and each Servicer shall deliver or otherwise make available (Borrower and the Master ServicerDocumentation Agent, the Trust Administrator, the Modification Oversight Agent and each Servicer shall cause any Additional Servicer engaged by it to deliver or otherwise make available) to the Depositor, the Trustee and the Trust Administrator on or before March May 15 of each year, commencing in March 2007, year an Officer’s Certificate (an “Item 1123 Certificate”) stating, as to annual report signed by a Responsible Officer of the signer thereof, Servicer certifying that (Aa) a review of such party’s the activities during of the preceding calendar year or portion thereof Servicer, and of such partythe Servicer’s performance under pursuant to this Agreement, or for the twelve-month period (or, with respect to the first report after the Restatement Effective Date, the nine-month period) ending on the preceding March 31 of such other applicable agreement in the case of an Additional Servicer, year has been made under such officerPerson’s supervision and (Bb) the Servicer has performed or has caused to the best be performed in all material respects all of such officer’s knowledge, based on such review, such party has fulfilled all its obligations under this Agreement, or such other applicable agreement in the case of an Additional Servicer, in all material respects Agreement throughout such year twelve-month period (or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. Promptly after receipt of each such Item 1123 Certificate, the Depositor shall review such Item 1123 Certificate and, if applicable, consult with each such party, as applicable, as to the nature of any failures by such party, in the fulfillment of any of such party’s obligations hereunder or, in the case of an Additional Servicer, under such other applicable agreement. The Master Servicer shall include all Item 1123 Certificates received by it from each Servicer with its Item 1123 Certificate to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator or any Additional Servicer engaged by any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of an Additional Servicernine-month period, as the case may be) and no Servicer Termination Event has occurred and is continuing (or if a Servicer Termination Event has so occurred and is continuing, specifying each such party shall provide an Item 1123 Certificate pursuant event, the nature and status thereof and the steps necessary to this Section 14.06 remedy such event, and, if a Servicer Termination Event occurred during such year and no notice thereof has been given to the Documentation Agent, specifying such Servicer Termination Event and the steps taken to remedy such event). On or to before the date on which such applicable agreementannual statement (or such nine-month period report, as the case may be) of the Servicer is due in each year, notwithstanding the Servicer shall also cause to be delivered to the Documentation Agent a statement substantially in the form of Exhibit I hereto from a firm of internationally recognized independent public accountants which are reasonably satisfactory to the Facility Agent indicating that, based on procedures agreed upon by such firm and the Servicer and which are reasonably satisfactory to the Facility Agent, (i) that such firm has reviewed the Monthly Reports, Quarterly Reports, Servicer’s Certificates, Loan Lists and valuations reports from the Approved Valuation Agent received since the last review and applicable information from the Servicer, (ii) that the calculations within those Monthly Reports, Quarterly Reports and Servicer’s Certificates have been performed in accordance with the applicable provisions of this Agreement, (iii) the Aggregate Purchased Loan Balance and the Net Portfolio Collateral Balance as of the immediately preceding Payment Date, (iv) the extent of compliance of the Collateral with the criteria set forth in the definitions of “Eligible Loans” and “Borrowing Base Eligible Loans,” and (v) each of the Loans in the Loan List conforms to the stated characteristics listed for such Loan. In the event such firm of independent public accountants requires the Facility Agent to agree to the procedures performed by such firm, the Facility Agent, without undertaking any obligation to pay fees or other amounts to such terminationfirm, assignment shall do so at the direction of the Majority Lenders, but need not make any independent inquiry or resignationinvestigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. The Master independent public accountants report shall also indicate that the firm is independent of the Servicer shall enforce any obligation of a Servicer to deliver to the Master Servicer an Item 1123 Certificate as may be required. The Master Servicer shall include such Item 1123 Certificate with its own Item 1123 Certificate to be submitted to the Certificate Insurer, the Trust Administrator, the Depositor and the Trustee Borrower within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Upon receipt of any report or statement pursuant to this Section. Notwithstanding anything Section 7.12, the Documentation Agent shall furnish a copy thereof to the contrary in this SectionFacility Agent, Xxxxx Fargo in its capacity as a each Managing Agent, the Backup Servicer shall deliver its Item 1123 Certificate and the Rating Agency or, upon notice of the availability thereof (which notice may be delivered by email) make such copy available to such parties via the Master Servicer (only so long as Xxxxx Fargo is the Master Servicer) who in turn will forward such items to the appropriate partiesDocumentation Agent’s website.