Annual Certification. The Contractor is required to submit an annual certification demonstrating compliance with the Warranty of Security to the Department by December 31 of each Contract year.
Annual Certification. (a) Each Form 10-K required to be filed for the Trust pursuant to Section 3.29 shall include a certification (the “Xxxxxxxx-Xxxxx Certification”) required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. Each of the Master Servicer and the Securities Administrator shall, and shall cause any Servicing Function Participant engaged by it to provide, to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15 of each year in which the Trust is subject to the reporting requirements of the Exchange Act and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit L, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The senior officer of the Master Servicer in charge of the master servicing function shall serve as the Certifying Person on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-mail at xxx.xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 000-000-0000. 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 subservicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 3.19 with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, as the case may be, and a compliance statement, an assessment of compliance and attestation pursuant to Sections 3.16, 3.17 and 3.18, notwithstanding such termination or resignation. Notwithstanding the foregoing, (i) the Master Servicer and the Securities Administrator shall not be required to deliver a Back-Up Certification to each other if both are the same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to sign the Xxxxxxxx-Xxxxx Certification in the event that it does not receive any Back-Up Certification required to be furnished pursuant to this Section or any Servicing Agreement or Custodial Agreement.
(b) The Master Servicer shall enforce the obligation of each Servicer as set forth in the related Servicing Agreement to deliver ...
Annual Certification. If the aggregate value of this contract is $50,000.00 or more, including all amendments and/or commission letters, then the Engineer shall annually submit electronically, on or within two (2) weeks of the anniversary date of the execution of this contract, a completed Gift and Campaign Contribution Certification and notify the DAS Office of Legal Affairs, Policy and Procurement that it has been uploaded. Said certification shall be uploaded on the Department of Administrative Services website. For the purposes of this section, the execution date of the contract shall be the date the Commissioner of DAS signs the contract.
Annual Certification. (i) The Company will deliver to the Master Servicer, on or before February 28 of each year beginning February 28, 2004, (or, if any such day is not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, certification containing the information set forth in Exhibit C-1. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company shall provide such other information with respect to the Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended.
(ii) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 6.07 or the Company's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Company on the other in connection with a breach of the Company's obligations under this Section 6.07.
(g) Section 6.04 of the Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" shall only be replaced by "February 28" where it first appears in Section 6.04.) In addition, a copy of each such statement shall be furnished to the Master Servicer no later than the date specified in Section 6.04, as amended hereby, for delivery of such statement to the Purchaser.
(h) Section 6.05 of the Servicing Agreement is amended to replace "May 31" with "February 28" in both places where it appears (unless such second reference shall be to a date prior to May 2004, in which case, "May 31" sha...
Annual Certification. Merchant will provide an annual certification to Servicer if requested by Servicer (in a form acceptable to Servicer) certifying compliance with the data security provisions of this Agreement, including compliance with applicable Card Brand requirements such as PCI, SDP, CISP, DSR and DISC. Merchant will provide annual certifications for Merchant’s service providers, subcontractors and agents.
Annual Certification. (a) The Servicer shall deliver to the Master Servicer, on or before March 15th of each calendar year beginning in 2005 (or, if any such day is not a Business Day, the immediately preceding Business Day) or such alternative date reasonably specified by the Master Servicer which shall occur not later than 15 days prior to the date any Form 10-K is required to be filed with the Commission in connection with the transactions contemplated by this Agreement, a certification in the form attached hereto as Exhibit C. Such certification shall be signed by the senior officer in charge of servicing of the Servicer. In addition, the Servicer shall provide such other information with respect to the Mortgage Loans and the servicing and administration thereof within the control of the Servicer which shall be required to enable the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended, pursuant to Section 5.06 hereof.
(b) The Servicer shall indemnify and hold harmless the Master Servicer, the Securities Administrator, the Trustee, the Depositor and their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.19 or the Servicer's negligence, bad faith or willful misconduct in connection therewith. Such indemnity shall survive the termination or resignation of the parties hereto or the termination of this Agreement. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, the Securities Administrator, the Trustee and the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer, the Securities Administrator, the Trustee and the Depositor as a result of the losses, claims, damages or liabilities of the Master Servicer, the Securities Administrator, the Trustee and the Depositor in such proportion as is appropriate to reflect the relative fault of the Master Servicer, the Securities Administrator, the Trustee and the Depositor on the one hand and the Servicer on the other in connection with a breach of the Servicer's obligations under this Section 3.19.
Annual Certification. Product Distributor shall provide to GEID upon request written certification of the continued effectiveness of each representation and warranty made by it in Section 4 of this Agreement. Likewise, GEID shall provide to Product Distributor upon request written certification of the continued effectiveness of each representation and warranty made by it in Section 4 of this Agreement.
Annual Certification. Each Insurer shall provide to the Company upon request written certification of the continued effectiveness of each representation and warranty made by it in section 5 of this Agreement. Likewise, the Company shall provide to each Insurer upon request written certification of the continued effectiveness of each representation and warranty made by it in section 5 of this Agreement.
Annual Certification. Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls. SECTION 4.20. Prepayment Penalty Verification.
Annual Certification. Merchant will provide annual certification to Bank (in a form acceptable to Bank) certifying its and its service providers’, subcontractors, and agents’ compliance with the data security provisions of this Agreement, including compliance with applicable Card Network requirements such as PCI, SDP, DISC, DSR and CISP.
