Common use of Back-up Certification Clause in Contracts

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. 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 a) On or before March 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), 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 that the Master Servicer provides a certificate under Sarbanes-Oxley pursuant to Section 8.12upon thirty days written request, an officer of the Servicer and xxxx xxxxxxxxr Servicer shall shall, if the Mortgage Loans are being master serviced by a master servicer in a securitization transaction, execute and deliver an Officer's Certificate to the Depositor, Master Servicer, the Securities Administrator and the Trustee such master servicer for the benefit of the Trust and the Master Servicer such master servicer and its officers, directors and affiliates, affiliates a certification in the form set forth in of Exhibit P. E attached hereto. (b) The Servicer shall indemnify and hold harmless the Master Servicer master servicer, the Owner or its designee and its their 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 4.24, Section 4.25 and/or Section 4.26 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 Servicermaster servicer, the Owner or its designee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer master servicer, the Owner or its designee as a result of the losses, claims, damages or liabilities of the Master Servicer master servicer, the Owner or its designee in such proportion as is appropriate to reflect the relative fault of the Master Servicer master servicer, the Owner or its designee on the one hand and the Servicer on the other in connection with a breach of the Servicer's ’s obligations under this Section 3.29 4.26 or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith.

Back-up Certification. For so long as a certificate under the SarbanesXxxxxxxx-Oxley Xxxxx Act of 2002, as amended ("Sarbanes“Xxxxxxxx-Oxley"Xxxxx”), is required xx xx xxxxx xx to be given on 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 no later than March 15th of each calendar year (or or, if March 15th is not a Business Day, the immediately preceding Business Day), commencing in 2006, or at any other time that the Master Servicer provides a certificate under Sarbanes-Oxley certification pursuant to Section 8.12Xxxxxxxx-Xxxxx and upon 30 days written request of such parties, an officer of the applicable Servicer and xxxx xxxxxxxxr Servicer each successor servicer shall execute and deliver an Officer's ’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 P. The M. Each 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 Sections 3.22, 3.23 or 3.24 or the negligence, bad faith or willful misconduct of the such Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the applicable 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 such Servicer's ’s obligations under this Section 3.29 Sections 3.22, 3.23 and 3.24 or the such Servicer's ’s negligence, bad faith or willful misconduct in connection therewith.

Back-up Certification. For so long as a certificate under the SarbanesXxxxxxxx-Oxley Xxxxx Act of 2002, as amended ("Sarbanes“Xxxxxxxx-Oxley"Xxxxx”), is required xx xx xxxxx xx to be given on behalf of the Trust, by thx xxxxx xx Xxxch 15 no later than March 15th of each calendar year, 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)2006, or at any other time that the Master Servicer provides a certificate under Sarbanes-Oxley certification pursuant to Section 8.12Xxxxxxxx-Xxxxx and upon 30 days written request of such parties, an officer of the Servicer JPMorgan and xxxx xxxxxxxxr each successor Servicer shall execute and deliver an Officer's ’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 P. M. 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 Sections 3.22, 3.23 or 3.24 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 ’s obligations under this Section 3.29 Sections 3.22, 3.23 and 3.24 or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith.

Back-up Certification. For so long as a certificate under the SarbanesXxxxxxxx-Oxley Xxxxx Act of 2002, as amended ("Sarbanes“Xxxxxxxx-Oxley"Xxxxx”), is required xx xx xxxxx xx to be given on 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 no later than March 15th of each calendar year (or or, if March 15th is not a Business Day, the immediately preceding Business Day), commencing in 2006, or at any other time that the Master Servicer provides a certificate under Sarbanes-Oxley certification pursuant to Section 8.12Xxxxxxxx-Xxxxx and upon 30 days written request of such parties, an officer of the Servicer and xxxx xxxxxxxxr each successor Servicer shall execute and deliver an Officer's ’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 P. M. 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 Sections 3.22, 3.23 or 3.24 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 ’s obligations under this Section 3.29 Sections 3.22, 3.23 and 3.24 or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith.