Common use of Back-up Certification Clause in Contracts

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. Each Form 10-K shall include a Xxxxxxxx-Xxxxx CertificationNo later than March 15 of each year, required to be included therewith pursuant to beginning in 2009, the Xxxxxxxx-Xxxxx Act. The Master Servicer Indenture Trustee and the Securities Administrator Servicer shall provide, and each such party shall cause any Servicing Function Participant engaged by it to provide, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the "Certifying Person"), certification required by March 15th of each year in which the Trust is subject to the reporting requirements Rule 13a-14(d) or Rule 15d-14(d) of the Exchange Act and otherwise within a reasonable period of time upon request, (the “Certifying Person”) a certification (each, a "Back-Up “Performance Certification")”) and shall cause each Reporting Subcontractor, in the form attached hereto as Exhibit SOX, upon Appendix D (in the case of the Indenture Trustee or a Reporting Subcontractor) and as Appendix E (in the case of the Servicer) on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity's ’s officers, directors and Affiliates (collectively with the Certifying Person, "“Certification Parties"”) can reasonably rely. The senior officer Depositor will not request delivery of a certification under this clause unless the Master Servicer in charge of Depositor is required under the master servicing function shall serve as the Certifying Person Exchange Act to file an annual report on behalf of Form 10-K with respect to the Trust. Such officer So long as the Servicer is an Affiliate of the Certifying Person can be contacted by e-mail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at (000) 000-0000Depositor, the Servicer may, but is not required to deliver the Performance Certificate. In the event any such party or any Servicing Function Participant engaged by such party is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Indenture Trustee or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification Servicer has actual knowledge of information material to the certification required by Rule 13a-14(d) or Rule 15d-14(d) of the Exchange Act, the Indenture Trustee or the Servicer shall promptly notify the Depositor. Each of the Indenture Trustee and the Servicer agrees to cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 4.04 conduct any due diligence that such Person reasonably believes to be appropriate in order to allow it to deliver any certification required by Rule 13a-14(d) or Rule 15d-14(d) of the Exchange Act or portion thereof 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 AgreementTrust.

Back-up Certification. Each Form 10-K shall include a XxxxxxxxSarbanes-Xxxxx Oxley Certification, required to be included therewith pursuant to the Xxxxxxxxpursxxxx xx xxx Xxrbanes-Xxxxx Oxley Act. The Master Servicer and the Securities Administrator shall provideAdministxxxxx xxxxx xxovide, and each such party shall cause any Servicing Function Participant engaged by it to provide, to the Person who signs the XxxxxxxxSarbanes-Xxxxx Oxley Certification (the "Certifying Person"), by March 15th of each year 10xx xx xxxx xxar 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 cts.sec.notifications@wellsfargo.com or by facsimile at (000410) 000715-00002300. In the event any such party or Xx xxx xxxxx xxx xxxx xxxxx xx any Servicing Function Participant Functiox Xxxxxxxxxxx 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 XxxxxxxxSarbanes-Xxxxx Oxley Certification in the event that it does not receive any Backreceixx xxx Xxxx-Up Certification required to be furnished to it pursuant to this Section or any Servicing Agreement or Custodial Agreement.

Back-up Certification. Each Form 10-K shall include a XxxxxxxxSarbanes-Xxxxx Oxley Certification, required to be included therewith pursuant to the Xxxxxxxxpursuxxx xx xxx Xxxbanes-Xxxxx Oxley Act. The Master Servicer and the Securities Administrator shall provideAdministrxxxx xxxxx xxxvide, and each such party shall cause any Servicing Function Participant engaged by it to provide, to the Person who signs the XxxxxxxxSarbanes-Xxxxx Oxley Certification (the "Certifying Person"), by March 15th of each year 15xx xx xxxx xxxr 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 cts.sec.notifications@wellsfargo.com or by facsimile at (000410) 000715-00002380. In the event any such party or any Xx xxx xxxxx xxx xxxx xxxxx xx xny Servicing Function Participant engaged Xxxxxxxxxxx xngaged 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 XxxxxxxxSarbanes-Xxxxx Oxley Certification in the event that it does not receive any Backreceivx xxx Xxxx-Up Xp Certification required to be furnished to it pursuant to this Section or any Servicing Agreement or Custodial Agreement.