Back-up Certification. The Indenture Trustee shall provide the Depositor with a certificate substantially in the form attached hereto as Exhibit I at the request of the Administrator; provided that the Indenture Trustee shall have no responsibility to file such certificate with the Securities and Exchange Commission.
Back-up Certification. For so long as a certificate under the Sarbanes-Oxley Act of 2002, as amended ("Sarbanes-Oxley"), is required xx xx xxxxx xx behalf of the Trust, by thx xxxxx xx Xxxch 15 commencing in 2006 or 30 days prior to the date on which the Form 10-K is required to be filed with the Securities and Exchange Commission of each year (or if not a Business Day, the immediately preceding Business Day), or at any other time that the Master Servicer provides a certificate under Sarbanes-Oxley pursuant to Section 8.12, an officer of the Servicer and xxxx xxxxxxxxr Servicer shall execute and deliver an Officer's Certificate to the Depositor, Master Servicer, the Securities Administrator and the Trustee for the benefit of the Trust and the Master Servicer and its officers, directors and affiliates, in the form set forth in Exhibit P. The Servicer 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 Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.29 or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Servicer 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 Servicer on the other in connection with a breach of the Servicer's obligations under this Section 3.29 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.
Back-up Certification. Each Form 10-K shall include a Xxxxxxxx-Xxxxx Certification, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Master Servicer and the Securities Administrator shall provide, and each such party 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 15th 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 SOX, 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.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at (000) 000-0000. In the event any such party or any Servicing Function Participant engaged by such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 4.04 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be. 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 to it pursuant to this Section or any Servicing Agreement or Custodial Agreement.
Back-up Certification. ARTICLE IV
Back-up Certification. As defined in Section 6.20(e)(iv).
Back-up Certification. For so long as a certificate under the Sarbanes-Oxley Act of 2002, as amended ("Sarbanes-Oxley"), is required xx xx xxxxx xx behalf of the Trust, no laxxx xxxx Xxxxx 15th of each calendar year, commencing in 2006, or at any other time that the Master Servicer provides a certification pursuant to Sarbanes-Oxley and upon 30 days written request of such parties, an offxxxx xx Xxx Xxntury, JPMorgan and each successor Servicer shall execute and deliver an Officer's Certificate to the Depositor, the Master Servicer, the Securities Administrator and the Trustee for the benefit of the Trust and the Master Servicer and its officers, directors and affiliates, in the form set forth in Exhibit M.
Back-up Certification. (a) On or before March 15 of each year (or if not a Business Day, the immediately preceding Business Day), beginning on March 15, 2005, and with respect to any calendar year during which an annual report on Form 10-K of any depositor is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, or at any other time upon thirty days written request, an officer of the Servicer shall, if the Mortgage Loans are being master serviced by a master servicer in a securitization transaction, execute and deliver to such master servicer for the benefit of such master servicer and its officers, directors and affiliates a certification in the form of Exhibit E attached hereto.
Back-up Certification. Each Form 10-K shall include a Xxxxxxxx-Xxxxx Certification, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Master Servicer and the Securities Administrator shall provide, and each such party shall cause any Servicing Function Participant engaged by it to provide, to the Person who signs the Xxxxxxxx-Xxxxx Certification (the
