Common use of Annual Statements as to Compliance Clause in Contracts

Annual Statements as to Compliance. (a) To the extent required by Regulation AB, the Servicer will deliver to the Owner Trustee, the Indenture Trustee, each Depositor and each Rating Agency within 90 days after the end of each calendar year, an Officer’s Certificate, dated as of December 31 of the preceding calendar year, signed by a Responsible Person of the Servicer to the effect that (i) a review of the Servicer’s activities during the immediately preceding calendar year (or, in the case of the first certificate, since the Closing Date) and of its performance under this Agreement has been made under such Responsible Person’s supervision and (ii) to such Responsible Person’s knowledge, based on such review, the Servicer has fulfilled in all material respects all of its obligations under this Agreement throughout such calendar year (or applicable portion of such calendar year), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Responsible Person and the nature and status of such failure. If the Issuer is not required to file periodic reports under the Exchange Act or otherwise required by law to file an Officer’s Certificate of the Servicer as to compliance, such Officer’s Certificate may be delivered on or before April 30 of each calendar year. A copy of such certificate may be obtained by any Noteholder by a request to the Indenture Trustee addressed to the Corporate Trust Office. (b) If directed by the Administrator, the Servicer will prepare, execute and deliver all certificates or other documents required to be delivered by the Issuer pursuant to the Xxxxxxxx-Xxxxx Act of 2002.

Annual Statements as to Compliance. (a) To the extent required by Regulation AB, the Servicer will deliver to the Owner Issuer Trustee, the Indenture Trustee, each the Depositor and each Rating Agency within 90 days after the end of each calendar year, an Officer’s 's Certificate, dated as of December 31 of the preceding calendar year, signed by a Responsible Person of the Servicer to the effect that (i) a review of the Servicer’s 's activities during the immediately preceding calendar year (or, in the case of the first certificate, since the Closing Date) and of its performance under the Pooling and Servicing Agreement and this Agreement has been made under such Responsible Person’s 's supervision and (ii) to such Responsible Person’s 's knowledge, based on such review, the Servicer has fulfilled in all material respects all of its obligations under the Pooling and Servicing Agreement and this Agreement throughout such calendar year (or applicable portion of such calendar year), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Responsible Person and the nature and status of such failure. If the Issuer is not required to file periodic reports under the Exchange Act or otherwise required by law to file an Officer’s Certificate of the Servicer as to compliance, such Officer’s Certificate may be delivered on or before April 30 of each calendar year. A copy of such certificate may be obtained by any Noteholder by a request to the Indenture Trustee addressed to the Corporate Trust Officecorporate office of the Indenture Trustee. (b) If directed by the AdministratorAdministrative Agent, the Servicer will prepare, execute and deliver all certificates or other documents required to be delivered by the Issuer Trust pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002.