Common use of Certificate of the Collateral Manager Clause in Contracts

Certificate of the Collateral Manager. An Officer’s certificate of the Collateral Manager, dated as of the Closing Date: (A) to the effect that, in the case of (x) each Collateral Obligation to be Delivered on the Closing Date, immediately prior to the Delivery thereof on the Closing Date, it satisfies the definition of “Collateral Obligation” and (y) each Collateral Obligation that the Collateral Manager on behalf of the Issuer committed to purchase on or prior to the Closing Date, upon the acquisition thereof, it satisfied or will satisfy the requirements of the definition of “Collateral Obligation”; (B) setting forth the Aggregate Principal Balance of the Collateral Obligations that the Issuer has purchased or entered into binding commitments to purchase on or prior to the Closing Date; and (C) setting out, if applicable, any Warehouse SPV Master Participation Agreements and/or Banking Entity Master Participation Agreements applicable to the Issuer and any loan assets acquired thereunder which will be deemed to constitute Collateral Obligations pursuant to the proviso at the end of the definition of such term.