Common use of Annual Compliance Statement Clause in Contracts

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 2008, an Officer’s 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 a Servicing Function Participant, 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 a Servicing Function Participant, 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. The Master Servicer shall include all annual statements of compliance received by it from the Servicers with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, an Officer’s 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 a any Servicing Function Participant, 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 a any Servicing Function Participant, 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 Officer’s Certificate, the Depositor shall review such Officer’s 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 any Servicing Function Participant, under such other applicable agreement. The Master Servicer shall include all annual statements of compliance received by it from the Servicers each Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect or to the period of time it was subject to this Agreement or any other such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, an Officer’s 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 a Servicing Function Participant, 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 a Servicing Function Participant, 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. The Master Servicer shall include all annual statements of compliance received by it from the Servicers Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 2008, an Officer’s 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 a any Servicing Function Participant, 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 a any Servicing Function Participant, 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 Officer’s Certificate, the Depositor shall review such Officer’s 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 any Servicing Function Participant, under such other applicable agreement. The Master Servicer shall include all annual statements of compliance received by it from the Servicers each Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect or to the period of time it was subject to this Agreement or any other such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Compliance Statement. The Servicer, the Master Servicer and the Securities Administrator shall deliver (and the Servicer, the Subservicer, the Master Servicer and Securities Administrator shall cause any Additional Servicer or Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, an Officer’s 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 a Servicing Function Participantan 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 a Servicing Function Participantan 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. The Master Servicer Promptly after receipt of each such Officer’s Certificate, the Depositor shall include all annual statements of compliance received by it from the Servicers review such Officer’s Certificate and, if applicable, consult with its own annual statement of compliance to be submitted each such party, as applicable, as to the Securities Administrator pursuant to this Section. In nature of any failures by such party, in the event the Master Servicerfulfillment of any of such party’s obligations hereunder or, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participantan Additional Servicer, as the case may be, under such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer or Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator Administrator, and in the case of the Master Servicer, to the Trustee, on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, an Officer’s 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 a Servicing Function Participantan 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 a Servicing Function Participantan 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. The Master Servicer Promptly after receipt of each such Officer’s Certificate, the Depositor shall include all annual statements of compliance received by it from the Servicers review such Officer’s Certificate and, if applicable, consult with its own annual statement of compliance to be submitted each such party, as applicable, as to the Securities Administrator pursuant to this Section. In nature of any failures by such party, in the event the Master Servicerfulfillment of any of such party’s obligations hereunder or, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participantan Additional Servicer, as the case may be, under such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, an Officer’s 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 a Servicing Function Participant, 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 a Servicing Function Participant, 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. The Master Servicer shall include all annual statements of compliance received by it from the Servicers with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any or Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, an Officer’s 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 a Servicing Function Participant, 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 a Servicing Function Participant, 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. The Master Servicer shall include all annual statements of compliance received by it from the Servicers Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer or Servicing Function Participant engaged by it to deliver) to the Depositor and Depositor, the Securities Administrator and the Certificate Insurer on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, an Officer’s 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 or a Servicing Function Participant, 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 or a Servicing Function Participant, 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. The Master Servicer shall include all annual statements of compliance received by it from the Servicers Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer or Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, an Officer’s 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 or a Servicing Function Participant, 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 or a Servicing Function Participant, 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. The Master Servicer shall include all annual statements of compliance received by it from the Servicers Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be.

Annual Compliance Statement. (a) The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) 15 of each year, commencing in March 20082009, an Officer’s 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 a any Servicing Function Participant, 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 a any Servicing Function Participant, 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. The Master Servicer Promptly after receipt of each such Officer’s Certificate, the Depositor shall include all annual statements of compliance received by it from the Servicers review such Officer’s Certificate and, if applicable, consult with its own annual statement of compliance to be submitted each such party, as applicable, as to the Securities Administrator pursuant to this Section. In nature of any failures by such party, in the event the Master Servicerfulfillment of any of such party’s obligations hereunder or, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a any Servicing Function Participant, as the case may be, under such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any or Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, an Officer’s 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 a Servicing Function Participant, 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 a Servicing Function Participant, 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. The Master Servicer shall include all annual statements of compliance received by it from the Servicers with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on On or before March 10 (with a 5 calendar day cure period) 1 of each year, commencing in March 20082021, each of the Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian and the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year), at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the Servicer, Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year), a “Certifying Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such partyPerson’s activities during the preceding calendar year or portion thereof and of such partyPerson’s performance under this AgreementAgreement or the applicable sub-servicing agreement, or such other applicable agreement in the case of a Servicing Function Participantas 249 applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such party Person has fulfilled all its obligations under this AgreementAgreement or the applicable sub-servicing agreement, or such other applicable agreement in the case of a Servicing Function Participantas applicable, 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. The Master Servicer shall include all annual statements of compliance received by it from the Servicers with its own annual statement of compliance to be submitted For so long as any Other Securitization Trust is subject to the Securities Administrator pursuant to this Section. In reporting requirements of the event the Master ServicerExchange Act, promptly after receipt of each such Officer’s Certificate, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this AgreementDepositor (and, or any applicable agreement in the case of a Servicing Function ParticipantCompanion Loan that is part of an Other Securitization Trust, as the case applicable Other Depositor and Other Exchange Act Reporting Party) may be, review each such party shall provide an Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which such Certifying Servicer has entered into a servicing relationship with respect to the Trust Loan or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 3.17 with respect 13.7 shall be made available to any Privileged Person by the Certificate Administrator by posting such Compliance Report to the period of time it was subject Certificate Administrator’s Website pursuant to this Agreement or any other applicable agreement, as the case may beSection 8.14(b).

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver or otherwise make available (and the Master Servicer and Securities Administrator each shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator Administrator, and in the case of the Master Servicer, to the Trustee, on or before March 10 (with a 5 calendar day cure period) 15th of each year, commencing in March 20082007, an Officer’s 's Certificate stating, as to the signer thereof, that (A) a review of such party’s 's activities during the preceding calendar year or portion thereof and of such party’s 's performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s 's supervision and (B) to the best of such officer’s '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 a Servicing Function Participant, 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. The Master Servicer shall include all annual statements of compliance received by it from the Servicers each Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, Servicer or the Securities Administrator Administrator, or any Servicing Function Participant engaged by parties any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s 's Certificate pursuant to this Section 3.17 with respect 4.02 or to the period of time it was subject to this Agreement or any other such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Compliance Statement. The Servicer, the Master Servicer and the Securities Administrator shall deliver (and the Servicer, the Subservicer, the Master Servicer and Securities Administrator shall cause any Additional Servicer or Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, an Officer’s Certificate stating, as to the signer thereof, 201359 HomeBanc 2006-2 Transfer and Servicing Agreement 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 a Servicing Function Participantan 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 a Servicing Function Participantan 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. The Master Servicer Promptly after receipt of each such Officer’s Certificate, the Depositor shall include all annual statements of compliance received by it from the Servicers review such Officer’s Certificate and, if applicable, consult with its own annual statement of compliance to be submitted each such party, as applicable, as to the Securities Administrator pursuant to this Section. In nature of any failures by such party, in the event the Master Servicerfulfillment of any of such party’s obligations hereunder or, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participantan Additional Servicer, as the case may be, under such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 2008, an Officer’s 's Certificate stating, as to the signer thereof, that (A) a review of such party’s 's activities during the preceding calendar year or portion thereof and of such party’s 's performance under this Agreement, or such other applicable agreement in the case of a any Servicing Function Participant, has been made under such officer’s 's supervision and (B) to the best of such officer’s '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 a any Servicing Function Participant, 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 Officer's Certificate, the Depositor shall review such Officer's 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 any Servicing Function Participant, under such other applicable agreement. The Master Servicer shall include all annual statements of compliance received by it from the Servicers each Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s 's Certificate pursuant to this Section 3.17 with respect or to the period of time it was subject to this Agreement or any other such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver or otherwise make available (and the Master Servicer and Securities Administrator each shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator Administrator, on or before March 10 (with a 5 calendar day cure period) 15th of each year, commencing in March 2008, an Officer’s 's Certificate stating, as to the signer thereof, that (A) a review of such party’s 's activities during the preceding calendar year or portion thereof and of such party’s 's performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s 's supervision and (B) to the best of such officer’s '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 a Servicing Function Participant, 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. 115 The Master Servicer shall include all annual statements of compliance received by it from the Servicers each Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, Servicer or the Securities Administrator Administrator, or any Servicing Function Participant engaged by parties any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s 's Certificate pursuant to this Section 3.17 with respect 4.02 or to the period of time it was subject to this Agreement or any other such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 20082009, an Officer’s 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 a any Servicing Function Participant, 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 a any Servicing Function Participant, 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 Officer’s Certificate, the Depositor shall review such Officer’s 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 any Servicing Function Participant, under such other applicable agreement. The Master Servicer shall include all annual statements of compliance received by it from the Servicers each Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect or to the period of time it was subject to this Agreement or any other such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver or otherwise make available (and the Master Servicer and Securities Administrator each shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator Administrator, on or before March 10 (with a 5 calendar day cure period) 15th of each year, commencing in March 20082007, an Officer’s 's Certificate stating, as to the signer thereof, that (A) a review of such party’s 's activities during the preceding calendar year or portion thereof and of such party’s 's performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s 's supervision and (B) to the best of such officer’s '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 a Servicing Function Participant, 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. The Master Servicer shall include all annual statements of compliance received by it from the Servicers each Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, Servicer or the Securities Administrator Administrator, or any Servicing Function Participant engaged by parties any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s 's Certificate pursuant to this Section 3.17 with respect 4.02 or to the period of time it was subject to this Agreement or any other such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 2008[ ], an Officer’s 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 a any Servicing Function Participant, 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 a any Servicing Function Participant, 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 Officer’s Certificate, the Depositor shall review such Officer’s 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 any Servicing Function Participant, under such other applicable agreement. The Master Servicer shall include all annual statements of compliance received by it from the Servicers each Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect or to the period of time it was subject to this Agreement or any other such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 2008, an Officer’s 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 a Servicing Function Participant, 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 a Servicing Function Participant, 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. The Master Servicer shall include all annual statements of compliance received by it from the Servicers Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 2008[ ], an Officer’s 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 a any Servicing Function Participant, 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 a any Servicing Function Participant, 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 Officer’s Certificate, the Depositor shall review such Officer’s 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 any Servicing Function Participant, under such other applicable agreement. The Master Servicer shall include all annual statements of compliance received by it from the Servicers each Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect or to the period of time it was subject to this Agreement or any other such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver or otherwise make available (and the Master Servicer and Securities Administrator each shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator Administrator, on or before March 10 (with a 5 calendar day cure period) 15th of each year, commencing in March 2008, an Officer’s 's Certificate stating, as to the signer thereof, that (A) a review of such party’s 's activities during the preceding calendar year or portion thereof 100 and of such party’s 's performance under this Agreement, or such other applicable agreement in the case of a Servicing Function Participant, has been made under such officer’s 's supervision and (B) to the best of such officer’s '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 a Servicing Function Participant, 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. The Master Servicer shall include all annual statements of compliance received by it from the Servicers each Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, Servicer or the Securities Administrator Administrator, or any Servicing Function Participant engaged by parties any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s 's Certificate pursuant to this Section 3.17 with respect 4.02 or to the period of time it was subject to this Agreement or any other such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Additional Servicer or Servicing Function Participant engaged by it to deliver) to the Depositor and Depositor, the Securities Administrator and the Certificate Insurer on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, an Officer’s 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 the Original Agreement and this Agreement, or such other applicable agreement in the case of an Additional Servicer or a Servicing Function Participant, 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 the Original Agreement and this Agreement, or such other applicable agreement in the case of an Additional Servicer or a Servicing Function Participant, 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. The Master Servicer shall include all annual statements of compliance received by it from the Servicers Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s Certificate pursuant to this Section 3.17 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be.

Annual Compliance Statement. The Master Servicer and the Securities Administrator shall deliver (and the Master Servicer and Securities Administrator shall cause any Servicing Function Participant engaged by it to deliver) to the Depositor and the Securities Administrator on or before March 10 (with a 5 calendar day cure period) of each year, commencing in March 20082007, an Officer’s 's Certificate stating, as to the signer thereof, that (A) a review of such party’s 's activities during the preceding calendar year or portion thereof and of such party’s 's performance under this Agreement, or such other applicable agreement in the case of a any Servicing Function Participant, has been made under such officer’s 's supervision and (B) to the best of such officer’s '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 a any Servicing Function Participant, 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 Officer's Certificate, the Depositor shall review such Officer's 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 any Servicing Function Participant, under such other applicable agreement. The Master Servicer shall include all annual statements of compliance received by it from the Servicers each Servicer with its own annual statement of compliance to be submitted to the Securities Administrator pursuant to this Section. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties any such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide an Officer’s 's Certificate pursuant to this Section 3.17 with respect or to the period of time it was subject to this Agreement or any other such applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.