Common use of Realization Upon Defaulted Mortgage Loan Clause in Contracts

Realization Upon Defaulted Mortgage Loan. (a) The Servicer on behalf of the Trustee shall exercise reasonable efforts, consistent with the Servicing Standard and subject to Sections 3.09(b) and 3.09(c), to foreclose upon or otherwise comparably convert the ownership of the Equity Interests of any or all of the Borrowers, the Guarantor and/or any Site or Sites if an Event of Default under the Mortgage Loans has occurred and is continuing and the Servicer determines in accordance with the Servicing Standard that such foreclosure would be in the best interest of the Securityholders. In addition, in the event any Advances are then outstanding during the continuance of an Event of Default, the Servicer may proceed to foreclosure following an Event of Default without Securityholder consent if the Servicer determines, in accordance with the Servicing Standard, that foreclosure would be in the best interest of the Securityholders (taken as a whole). Without limiting the rights of the Servicer described in the preceding sentence, the Servicer shall promptly commence foreclosure following the Maturity Date of any Component of the Mortgage Loan then outstanding, unless directed otherwise by Holders of the Securities representing 100% of the Voting Rights. (b) Notwithstanding the foregoing provisions of this Section 3.09, the Servicer shall not cause the Trust to obtain title to a Site or any equity interest pledged to it by the Pledge Agreement or Parent Pledge Agreement, in each case, by foreclosure, deed in lieu of foreclosure or otherwise, or take any other action with respect to such Site or equity interest, if, as a result of any such action, the Trustee, on behalf of the Securityholders, could, in the reasonable, good faith judgment of the Servicer, exercised in accordance with the Servicing Standard, be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Site within the meaning of CERCLA or any comparable law, unless: (i) the Servicer has previously determined in accordance with the Servicing Standard, based on a Phase I Environmental Assessment of the related Site conducted by an Independent Person who regularly conducts Phase I Environmental Assessments and performed during the 12-month period preceding any such acquisition of title or other action, that such Site is in compliance with applicable Environmental Laws and regulations and there are no circumstances or conditions present at such Site relating to the use, management or disposal of Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable Environmental Laws and regulations; or (ii) in the event that the determination described in clause (b)(i) above cannot be made, the Servicer has previously determined, in accordance with the Servicing Standard, on the same basis as described in clause (b)(i) above, that it would maximize the recovery to the Securityholders on a present value basis (the relevant discounting of anticipated collections that will be distributable to Securityholders to be performed at the weighted average of the Component Rates of the Components of the Mortgage Loan (weighted on the basis of the Component Principal Balances of such Components)) to cause the Trust Fund to acquire title to or possession of such Site and to take such remedial, corrective and/or other further actions as are necessary to bring such Site into material compliance with applicable Environmental Laws and regulations and to address appropriately any of the circumstances and conditions referred to in clause (b)(i) above. Any such determination by the Servicer contemplated by clause (i) or clause (ii) of the preceding paragraph shall be evidenced by an Officer’s Certificate to such effect delivered to the Trustee, specifying all of the bases for such determination, such Officer’s Certificate to be accompanied by all related environmental reports. The cost of such Phase I Environmental Assessment shall be advanced by the Servicer; provided, however, that the Servicer shall not be obligated in connection therewith to advance any funds which, if so advanced, would constitute a Nonrecoverable Servicing Advance. Amounts so advanced shall be subject to reimbursement as Servicing Advances in accordance with Section 3.05(a). The Servicer shall not be obligated to advance the cost of any remedial, corrective or other further action contemplated by clause (ii) of the preceding paragraph; such costs shall be payable out of the Collection Account pursuant to Section 3.05. (c) If neither of the conditions set forth in clause (i) and clause (ii) of the first sentence of Section 3.09(b) has been satisfied with respect to a Site securing the Mortgage Loan, then the Servicer shall take such action as is in accordance with the Servicing Standard (other than proceeding against such Site) and, at such time as it deems appropriate, may, on behalf of the Trust, release all or a portion of such Site from the lien of the applicable Mortgage or security interest. (d) The Servicer shall report to the Trustee monthly in writing as to any actions taken by the Servicer with respect to the Sites as to which neither of the conditions set forth in clauses (i) and (ii) of the first sentence of Section 3.09(b) has been satisfied, in each case until the earlier to occur of satisfaction of either of such conditions, release of the lien of the applicable Mortgage or security interest on such Site and the Mortgage Loan’s ceasing to be a Specially Serviced Mortgage Loan. (e) The Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of seeking to obtain a deficiency judgment if the state in which a Site is located and the terms of the Mortgage Loan permit such an action and shall, in accordance with the Servicing Standard, seek such deficiency judgment if it deems advisable. (f) The Servicer shall prepare and timely file information returns with respect to the receipt of mortgage interest received in a trade or business from individuals, reports of foreclosures and abandonments of a Site and information returns relating to cancellation of indebtedness income with respect to such Site required by Sections 6050H, 6050J and 6050P of the Code and shall deliver to the Trustee copies of such reports as filed. Such information returns and reports shall be in form and substance sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code. (g) As soon as the Servicer makes a Final Recovery Determination with respect to the Mortgage Loan or an REO Property, it shall promptly notify the Trustee. The Servicer shall maintain accurate records, prepared by a Servicing Officer, of each such Final Recovery Determination (if any) and the basis thereof. Each such Final Recovery Determination (if any) shall be evidenced by an Officer’s Certificate delivered to the Trustee no later than the third Business Day following such Final Recovery Determination.

Realization Upon Defaulted Mortgage Loan. (a) The Servicer on behalf of the Trustee Trust shall exercise reasonable efforts, consistent with the Servicing Standard and subject to Sections 3.09(b) and 3.09(c), to foreclose upon or otherwise comparably convert the ownership of the Equity Interests of any or all of the Borrowers, the Guarantor and/or any Site or Sites if an Event of Default under the Mortgage Loans has occurred and is continuing and the Servicer determines in accordance with the Servicing Standard that such foreclosure would be in the best interest of the Securityholders. In addition, in the event any Advances are then outstanding during the continuance of an Event of Default, the Servicer may proceed to foreclosure following an Event of Default without Securityholder consent if the Servicer determines, in accordance with the Servicing Standard, that foreclosure would be in the best interest of the Securityholders (taken as a whole). Without limiting the rights of the Servicer described in the preceding sentence, the Servicer shall promptly commence foreclosure following the Maturity Date of any Component of the Mortgage Loan then outstanding, unless directed otherwise by Holders of the Securities representing 100% of the Voting Rights. (b) Notwithstanding the foregoing provisions of this Section 3.09, the Servicer shall not cause the Trust to obtain title to a Site or any equity interest pledged to it by the Pledge Agreement or Parent Pledge Agreement, in each case, by foreclosure, deed in lieu of foreclosure or otherwise, or take any other action with respect to such Site or equity interest, if, as a result of any such action, the Trustee, on behalf of the Securityholders, could, in the reasonable, good faith judgment of the Servicer, exercised in accordance with the Servicing Standard, be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Site within the meaning of CERCLA or any comparable law, unless: (i) the Servicer has previously determined in accordance with the Servicing Standard, based on a Phase I Environmental Assessment of the related Site conducted by an Independent Person who regularly conducts Phase I Environmental Assessments and performed during the 12-month period preceding any such acquisition of title or other action, that such Site is in compliance with applicable Environmental Laws and regulations and there are no circumstances or conditions present at such Site relating to the use, management or disposal of Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable Environmental Laws and regulations; or (ii) in the event that the determination described in clause (b)(i) above cannot be made, the Servicer has previously determined, in accordance with the Servicing Standard, on the same basis as described in clause (b)(i) above, that it would maximize the recovery to the Securityholders on a present value basis (the relevant discounting of anticipated collections that will be distributable to Securityholders to be performed at the weighted average of the Component Rates of the Components of the Mortgage Loan (weighted on the basis of the Component Principal Balances of such Components)) to cause the Trust Fund to acquire title to or possession of such Site and to take such remedial, corrective and/or other further actions as are necessary to bring such Site into material compliance with applicable Environmental Laws and regulations and to address appropriately any of the circumstances and conditions referred to in clause (b)(i) above. Any such determination by the Servicer contemplated by clause (i) or clause (ii) of the preceding paragraph shall be evidenced by an Officer’s Certificate to such effect delivered to the Trustee, specifying all of the bases for such determination, such Officer’s Certificate to be accompanied by all related environmental reports. The cost of such Phase I Environmental Assessment shall be advanced by the Servicer; provided, however, that the Servicer shall not be obligated in connection therewith to advance any funds which, if so advanced, would constitute a Nonrecoverable Servicing Advance. Amounts so advanced shall be subject to reimbursement as Servicing Advances in accordance with Section 3.05(a). The Servicer shall not be obligated to advance the cost of any remedial, corrective or other further action contemplated by clause (ii) of the preceding paragraph; such costs shall be payable out of the Collection Account pursuant to Section 3.05. (c) If neither of the conditions set forth in clause (i) and clause (ii) of the first sentence of Section 3.09(b) has been satisfied with respect to a Site securing the Mortgage Loan, then the Servicer shall take such action as is in accordance with the Servicing Standard (other than proceeding against such Site) and, at such time as it deems appropriate, may, on behalf of the Trust, release all or a portion of such Site from the lien of the applicable Mortgage or security interest. (d) The Servicer shall report to the Trustee monthly in writing as to any actions taken by the Servicer with respect to the Sites as to which neither of the conditions set forth in clauses (i) and (ii) of the first sentence of Section 3.09(b) has been satisfied, in each case until the earlier to occur of satisfaction of either of such conditions, release of the lien of the applicable Mortgage or security interest on such Site and the Mortgage Loan’s ceasing to be a Specially Serviced Mortgage Loan. (e) The Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of seeking to obtain a deficiency judgment if the state in which a Site is located and the terms of the Mortgage Loan permit such an action and shall, in accordance with the Servicing Standard, seek such deficiency judgment if it deems advisable. (f) The Servicer shall prepare and timely file information returns with respect to the receipt of mortgage interest received in a trade or business from individuals, reports of foreclosures and abandonments of a Site and information returns relating to cancellation of indebtedness income with respect to such Site required by Sections 6050H, 6050J and 6050P of the Code and shall deliver to the Trustee copies of such reports as filed. Such information returns and reports shall be in form and substance sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code. (g) As soon as the Servicer makes a Final Recovery Determination with respect to the Mortgage Loan or an REO Property, it shall promptly notify the Trustee. The Servicer shall maintain accurate records, prepared by a Servicing Officer, of each such Final Recovery Determination (if any) and the basis thereof. Each such Final Recovery Determination (if any) shall be evidenced by an Officer’s Certificate delivered to the Trustee no later than the third Business Day following such Final Recovery Determination.

Realization Upon Defaulted Mortgage Loan. (a) The Servicer on behalf of the Trustee shall exercise reasonable efforts, consistent with the Servicing Standard and subject to Sections 3.09(b), 3.09(c) and 3.09(c)3.24, to foreclose upon or otherwise comparably convert the ownership of the Equity Interests of any or of all of the Borrowers, the Guarantor and/or any Site or Sites if an Event of Default under the Mortgage Loans has occurred and is continuing and the Servicer determines in accordance with the Servicing Standard that such foreclosure would be in the best interest of the SecurityholdersCertificateholders. In additionHowever, in upon a determination by the event Servicer that it has made a Nonrecoverable Advance or that any Advances are then outstanding during proposed Advance, if made, would constitute a Nonrecoverable Advance (and upon delivery by the continuance Servicer of an Event of Defaultofficer’s certificate evidencing such determination and the required supporting materials), the Servicer may proceed to foreclosure following an Event of Default without Securityholder Certificateholder consent and notwithstanding a prior direction from the Controlling Class Representative if the Servicer determines, in accordance with the Servicing Standard, that foreclosure would be in the best interest of the Securityholders Certificateholders (taken as a whole). Without limiting the rights of the Servicer described in the preceding sentence, the Servicer shall promptly commence foreclosure following the Maturity Date of any Component of the Mortgage Loan then outstanding, unless directed otherwise by Holders of the Securities Certificates representing 100% of the Voting Rights. (b) Notwithstanding the foregoing provisions of this Section 3.09, the Servicer shall not cause the Trust to obtain title to a Site or any equity interest pledged to it by the Pledge Agreement or Parent Pledge Agreement, in each case, by foreclosure, deed in lieu of foreclosure or otherwise, or take any other action with respect to such Site or equity interest, if, as a result of any such action, the Trustee, on behalf of the SecurityholdersCertificateholders, could, in the reasonable, good faith judgment of the Servicer, exercised in accordance with the Servicing Standard, be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Site within the meaning of CERCLA or any comparable law, unless: (i) the Servicer has previously determined in accordance with the Servicing Standard, based on a Phase I Environmental Assessment of the related Site conducted by an Independent Person who regularly conducts Phase I Environmental Assessments and performed during the 12-month period preceding any such acquisition of title or other action, that such Site is in compliance with applicable Environmental Laws and regulations and there are no circumstances or conditions present at such Site relating to the use, management or disposal of Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable Environmental Laws and regulations; or (ii) in the event that the determination described in clause (b)(i) above cannot be made, the Servicer has previously determined, in accordance with the Servicing Standard, on the same basis as described in clause (b)(i) above, that it would maximize the recovery to the Securityholders Certificateholders on a present value basis (the relevant discounting of anticipated collections that will be distributable to Securityholders Certificateholders to be performed at the weighted average of the Component Rates of the Components of the Mortgage Loan (weighted on the basis of the Component Principal Balances of such Components)) to cause the Trust Fund to acquire title to or possession of such Site and to take such remedial, corrective and/or other further actions as are necessary to bring such Site into material compliance with applicable Environmental Laws and regulations and to address appropriately any of the circumstances and conditions referred to in clause (b)(i) above. Any such determination by the Servicer contemplated by clause (i) or clause (ii) of the preceding paragraph shall be evidenced by an Officer’s Certificate to such effect delivered to the TrusteeTrustee and the Controlling Class Representative, specifying all of the bases for such determination, such Officer’s Certificate to be accompanied by all related environmental reports. The cost of such Phase I Environmental Assessment shall be advanced by the Servicer; provided, however, that the Servicer shall not be obligated in connection therewith to advance any funds which, if so advanced, would constitute a Nonrecoverable Servicing Advance. Amounts so advanced shall be subject to reimbursement as Servicing Advances in accordance with Section 3.05(a). The Servicer shall not be obligated to advance the cost of any remedial, corrective or other further action contemplated by clause (ii) of the preceding paragraph; such costs shall be payable out of the Collection Account pursuant to Section 3.05. (c) If neither of the conditions set forth in clause (i) and clause (ii) of the first sentence of Section 3.09(b) has been satisfied with respect to a Site securing the Mortgage Loan, then (subject to Section 3.24) the Servicer shall take such action as is in accordance with the Servicing Standard (other than proceeding against such Site) and, at such time as it deems appropriate, may, on behalf of the Trust, release all or a portion of such Site from the lien of the applicable Mortgage or security interest. (d) The Servicer shall report to the Trustee and the Controlling Class Representative monthly in writing as to any actions taken by the Servicer with respect to the Sites as to which neither of the conditions set forth in clauses (i) and (ii) of the first sentence of Section 3.09(b) has been satisfied, in each case until the earlier to occur of satisfaction of either of such conditions, release of the lien of the applicable Mortgage or security interest on such Site and the Mortgage Loan’s ceasing to be a Specially Serviced Mortgage Loan. (e) The Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of seeking to obtain a deficiency judgment if the state in which a Site is located and the terms of the Mortgage Loan permit such an action and shall, in accordance with the Servicing Standard, seek such deficiency judgment if it deems advisable. (f) The Servicer shall prepare and timely file information returns with respect to the receipt of mortgage interest received in a trade or business from individuals, reports of foreclosures and abandonments of a Site and information returns relating to cancellation of indebtedness income with respect to such Site required by Sections 6050H, 6050J and 6050P of the Code and shall deliver to the Trustee copies of such reports as filed. Such information returns and reports shall be in form and substance sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code. (g) As soon as the Servicer makes a Final Recovery Determination with respect to the Mortgage Loan or an REO Property, it shall promptly notify the TrusteeTrustee and the Controlling Class Representative. The Servicer shall maintain accurate records, prepared by a Servicing Officer, of each such Final Recovery Determination (if any) and the basis thereof. Each such Final Recovery Determination (if any) shall be evidenced by an Officer’s Certificate delivered to the Trustee no later than the third Business Day following such Final Recovery Determination.

Realization Upon Defaulted Mortgage Loan. (a) The Servicer on On behalf of the Trustee Trust, the Trustees shall exercise reasonable efforts, consistent with the Servicing Standard and subject to Sections 3.09(b) and 3.09(c), use their best efforts to foreclose upon or otherwise comparably convert the ownership of the Equity Interests Mortgaged Property securing the Mortgage Loan as comes into and continues in default and as to which no satisfactory arrangement can be made for collection of any or all delinquent payments pursuant to Section 5.02; shall manage, conserve, protect and operate the Mortgaged Property for the purposes of its prompt disposition and sale; and shall dispose of the BorrowersMortgaged Property on such terms and conditions as they deem in the best interests of the Certificateholders after the Trustees have received indemnity for their costs, expenses and liabilities with respect thereto to their reasonable satisfaction from the Guarantor and/or any Site or Sites if an Event of Default under the Mortgage Loans has occurred and is continuing and the Servicer determines Certificateholders in accordance with Section 9.02(iii). Notwithstanding the Servicing Standard foregoing, if either Trustee has actual knowledge or reasonably believes that such foreclosure would be in the best interest all or any part of the Securityholders. In addition, in the event any Advances are then outstanding during the continuance of an Event of DefaultMortgaged Property is affected by hazardous or toxic wastes or substances, the Servicer may proceed to foreclosure following an Event of Default without Securityholder consent if the Servicer determines, in accordance with the Servicing Standard, that foreclosure would be in the best interest of the Securityholders (taken as a whole). Without limiting the rights of the Servicer described in the preceding sentence, the Servicer shall promptly commence foreclosure following the Maturity Date of any Component of the Mortgage Loan then outstanding, unless directed otherwise by Holders of the Securities representing 100% of the Voting Rights. (b) Notwithstanding the foregoing provisions of this Section 3.09, the Servicer shall Trustees need not cause the Trust to obtain acquire title to the Mortgaged Property in a Site foreclosure or any equity interest pledged to it by similar proceeding. In connection with such activities, the Pledge Agreement Trustees shall follow such practices and procedures as they shall deem necessary or Parent Pledge Agreementadvisable, as shall be normal and usual in their trustee activities, and, in each caseparticular, by foreclosurethe Trustees shall be furnished with such certificates of appropriate public officials and agencies, deed a history of the Mortgaged Property and its uses, other evidence reasonably satisfactory to the Trustees showing that the Mortgaged Property conforms to existing environmental laws, regulations, and rules and that no conditions exist in, on or beneath the surface of the Mortgaged Property that are or might become hazardous materials, and including but not limited to a Phase I environmental report from a company reasonably satisfactory to Trustees, showing that there has been no storage, disposal, or release of any oil, fuels, gases, chemicals, trash, garbage, or other solid wastes or hazardous materials which report shall be based upon a complete and thorough on-site inspection of the Mortgaged Property, including but not limited to investigations of the soil, surface water and groundwater, to confirm the absence of any hazardous materials on or beneath the surface of the Mortgaged Property or adjacent lands. The foregoing is subject to the proviso that the Trustees shall not be required to expend their own funds in lieu of connection with any foreclosure or otherwise, or take any other action with respect to such Site or equity interest, if, as a result of any such action, towards the Trustee, on behalf restoration of the Securityholders, could, in the reasonable, good faith judgment of the Servicer, exercised in accordance with the Servicing Standard, be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of Mortgaged Property unless they shall determine that such Site within the meaning of CERCLA or any comparable law, unless: (i) restoration or foreclosure will increase the Servicer has previously determined in accordance with the Servicing Standard, based on a Phase I Environmental Assessment proceeds of the related Site conducted by an Independent Person who regularly conducts Phase I Environmental Assessments and performed during the 12-month period preceding any such acquisition of title or other action, that such Site is in compliance with applicable Environmental Laws and regulations and there are no circumstances or conditions present at such Site relating to the use, management or disposal of Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable Environmental Laws and regulations; or (ii) in the event that the determination described in clause (b)(i) above cannot be made, the Servicer has previously determined, in accordance with the Servicing Standard, on the same basis as described in clause (b)(i) above, that it would maximize the recovery to the Securityholders on a present value basis (the relevant discounting of anticipated collections that will be distributable to Securityholders to be performed at the weighted average of the Component Rates of the Components liquidation of the Mortgage Loan (weighted on the basis of the Component Principal Balances of to Certificateholders after reimbursement to themselves for such Components)) to cause the Trust Fund to acquire title to or possession of such Site expenses and to take such remedial, corrective and/or other further actions as are necessary to bring such Site into material compliance with applicable Environmental Laws and regulations and to address appropriately any of the circumstances and conditions referred to in clause (b)(i) above. Any such determination by the Servicer contemplated by clause (i) or clause (ii) expenses will be recoverable to them either through Liquidation Proceeds (respecting which they shall have priority for purposes of withdrawals from the preceding paragraph shall be evidenced by an Officer’s Certificate to such effect delivered to the Trustee, specifying all of the bases for such determination, such Officer’s Certificate to be accompanied by all related environmental reports. The cost of such Phase I Environmental Assessment shall be advanced by the Servicer; provided, however, that the Servicer shall not be obligated in connection therewith to advance any funds which, if so advanced, would constitute a Nonrecoverable Servicing Advance. Amounts so advanced shall be subject to reimbursement as Servicing Advances in accordance with Section 3.05(a). The Servicer shall not be obligated to advance the cost of any remedial, corrective or other further action contemplated by clause (ii) of the preceding paragraph; such costs shall be payable out of the Collection Account pursuant to Section 3.05. (c5.04) If neither of the conditions set forth in clause (i) and clause (ii) of the first sentence of Section 3.09(b) has been satisfied with respect to a Site securing the Mortgage Loan, then the Servicer shall take such action as is in accordance with the Servicing Standard (other than proceeding against such Site) and, at such time as it deems appropriate, may, on behalf of the Trust, release all or a portion of such Site revenues from the lien of the applicable Mortgage or security interestMortgaged Property. (d) The Servicer shall report to the Trustee monthly in writing as to any actions taken by the Servicer with respect to the Sites as to which neither of the conditions set forth in clauses (i) and (ii) of the first sentence of Section 3.09(b) has been satisfied, in each case until the earlier to occur of satisfaction of either of such conditions, release of the lien of the applicable Mortgage or security interest on such Site and the Mortgage Loan’s ceasing to be a Specially Serviced Mortgage Loan. (e) The Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of seeking to obtain a deficiency judgment if the state in which a Site is located and the terms of the Mortgage Loan permit such an action and shall, in accordance with the Servicing Standard, seek such deficiency judgment if it deems advisable. (f) The Servicer shall prepare and timely file information returns with respect to the receipt of mortgage interest received in a trade or business from individuals, reports of foreclosures and abandonments of a Site and information returns relating to cancellation of indebtedness income with respect to such Site required by Sections 6050H, 6050J and 6050P of the Code and shall deliver to the Trustee copies of such reports as filed. Such information returns and reports shall be in form and substance sufficient to meet the reporting requirements imposed by Sections 6050H, 6050J and 6050P of the Code. (g) As soon as the Servicer makes a Final Recovery Determination with respect to the Mortgage Loan or an REO Property, it shall promptly notify the Trustee. The Servicer shall maintain accurate records, prepared by a Servicing Officer, of each such Final Recovery Determination (if any) and the basis thereof. Each such Final Recovery Determination (if any) shall be evidenced by an Officer’s Certificate delivered to the Trustee no later than the third Business Day following such Final Recovery Determination.