Common use of Compliance Certification Clause in Contracts

Compliance Certification. On or before March 1st of each calendar year, beginning with March 1, 2012, unless a Form 15 suspension notice has been filed on behalf of the Trust Fund, and in each year in which the Depositor has instructed the Securities Administrator to file Exchange Act reports, the Custodian shall deliver to the Depositor, the Securities Administrator, the Seller and each Servicer a report regarding its assessment of compliance with the servicing criteria identified in Exhibit I attached hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the servicing criteria specified in Exhibit I and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of Regulation AB (17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, “Regulation AB”) (§ 229.1122(d)) to assess compliance with the applicable servicing criteria, (c) disclosure of any material instance of noncompliance identified by such party, and (d) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the applicable servicing criteria, which report shall be delivered by the Custodian as provided in this Section 4.7.

Compliance Certification. On or before March 1st of each calendar year, beginning with March 1, 20122013, unless a Form 15 suspension notice has been filed on behalf of the Trust Fund, and in each year in which the Depositor has instructed the Securities Administrator to file Exchange Act reports, the Custodian shall deliver to the Depositor, the Securities Administrator, the Seller and each Servicer a report regarding its assessment of compliance with the servicing criteria identified in Exhibit I attached hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the servicing criteria specified in Exhibit I and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of Regulation AB (17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, “Regulation AB”) (§ 229.1122(d)) to assess compliance with the applicable servicing criteria, (c) disclosure of any material instance of noncompliance identified by such party, and (d) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the applicable servicing criteria, which report shall be delivered by the Custodian as provided in this Section 4.7.

Compliance Certification. On or before March 1st of each calendar year, beginning with March 1, 20122014, unless a Form 15 suspension notice has been filed on behalf of the Trust Fund, and in each year in which the Depositor has instructed the Securities Administrator to file Exchange Act reports, the Custodian shall deliver to the Depositor, the Securities Administrator, the Seller and each Servicer a report regarding its assessment of compliance with the servicing criteria identified in Exhibit I attached hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the servicing criteria specified in Exhibit I and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of Regulation AB (17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 1,631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, “Regulation AB”) (§ 229.1122(d)) to assess compliance with the applicable servicing criteria, (c) disclosure of any material instance of noncompliance identified by such party, and (d) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the applicable servicing criteria, which report shall be delivered by the Custodian as provided in this Section 4.7.

Compliance Certification. On or before March 1st of each calendar year, beginning with March 1, 20122014, unless a Form 15 suspension notice has been filed on behalf of the Trust Fund, and in each year in which the Depositor has instructed the Securities Administrator to file Exchange Act reports, the Custodian shall deliver to the Depositor, the Securities Administrator, the Seller and each the Servicer a report regarding its assessment of compliance with the servicing criteria identified in Exhibit I attached hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the servicing criteria specified in Exhibit I and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of Regulation AB (17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 1,631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, “Regulation AB”) (§ 229.1122(d)) to assess compliance with the applicable servicing criteria, (c) disclosure of any material instance of noncompliance identified by such partyparty (which shall be without any “knowledge” or other qualifier, in form and substance reasonably satisfactory to the recipients thereof, and which shall include (i) the extent and scope of any material instance of noncompliance, including any material impacts or effects as a result of a material instance of noncompliance, that have affected payments or expected payments on the certificates issued pursuant to the Pooling and Servicing Agreement, (ii) whether a material instance of noncompliance involved any certificate issued pursuant to the Pooling and Servicing Agreement, and (iii) its plans, if any, or actions already undertaken, for remediating a material instance of noncompliance or the impacts caused by such material instance of noncompliance) and (d) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the applicable servicing criteria, which report shall be delivered by the Custodian as provided in this Section 4.7.

Compliance Certification. On or before March 1st of each calendar year, beginning with March 1, 20122011, unless until a Form 15 suspension notice has been filed on behalf of the Trust Fund, and in each year in which the Depositor has instructed the Securities Administrator Trustee to file Exchange Act reports, the Custodian shall deliver to the Depositor, the Securities Administrator, the Seller and each the Servicer a report regarding its assessment of compliance with the servicing criteria identified in Exhibit I attached hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the servicing criteria specified in Exhibit I and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of Regulation AB (17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, “Regulation AB”) (§ 229.1122(d)) to assess compliance with the applicable servicing criteria, (c) disclosure of any material instance of noncompliance identified by such party, and (d) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the applicable servicing criteria, which report shall be delivered by the Custodian as provided in this Section 4.7.

Compliance Certification. On or before March 1st of each calendar year, beginning with March 1, 20122014, unless a Form 15 suspension notice has been filed on behalf of the Trust Fund, and in each year in which the Depositor has instructed the Securities Administrator to file Exchange Act reports, the Custodian shall deliver to the Depositor, the Securities Administrator, the Seller and each the Servicer a report regarding its assessment of compliance with the servicing criteria identified in Exhibit I attached hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the servicing criteria specified in Exhibit I and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of Regulation AB (17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 1,631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, “Regulation AB”) (§ 229.1122(d)) to assess compliance with the applicable servicing criteria, (c) disclosure of any material instance of noncompliance identified by such party, and (d) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the applicable servicing criteria, which report shall be delivered by the Custodian as provided in this Section 4.7.

Compliance Certification. On or before March 1st of each calendar year, beginning with March 1, 20122014, unless a Form 15 suspension notice has been filed on behalf of the Trust Fund, and in each year in which the Depositor has instructed the Securities Administrator to file Exchange Act reports, the Custodian shall deliver to the Depositor, the Securities Administrator, the Seller and each Servicer a report regarding its assessment of compliance with the servicing criteria identified in Exhibit I attached hereto, as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Custodian is performing any of the servicing criteria specified in Exhibit I and that are backed by the same asset type backing such asset-backed securities. Each such report shall include (a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of Regulation AB (17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 1,631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, “Regulation AB”) (§ 229.1122(d)) to assess compliance with the applicable servicing criteria, (c) disclosure of any material instance of noncompliance identified by such partyparty (which shall be without any “knowledge” or other qualifier, in form and substance reasonably satisfactory to the recipients thereof, and which shall include (i) the extent and scope of any material instance of noncompliance, including any material impacts or effects as a result of a material instance of noncompliance, that have affected payments or expected payments on the certificates issued pursuant to the Pooling and Servicing Agreement, (ii) whether a material instance of noncompliance involved any certificate issued pursuant to the Pooling and Servicing Agreement, and (iii) its plans, if any, or actions already undertaken, for remediating a material instance of noncompliance or the impacts caused by such material instance of noncompliance) and (d) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the applicable servicing criteria, which report shall be delivered by the Custodian as provided in this Section 4.7.