Sxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Sxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Sxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Sxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this S...
Sxxxxxxx-Xxxxx Certification. A written certification covering the activities of all Servicing Function Participants and signed by an officer of the Exchange Act Signing Party that complies with Section 302 of the Sxxxxxxx-Xxxxx Act, as amended from time to time.
Sxxxxxxx-Xxxxx Certification. A written certification signed by an officer of the Master Servicer that complies with (i) the Sxxxxxxx-Xxxxx Act, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time; provided that if, after the Closing Date (a) the Sxxxxxxx-Xxxxx Act is amended, (b) the Rules referred to in clause (ii) are modified or superseded by any subsequent statement, rule or regulation of the Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Commission from time to time pursuant to the Sxxxxxxx-Xxxxx Act, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous that then form of the required certification as of the Closing Date, the Sxxxxxxx-Xxxxx Certification shall be as agreed to by the Master Servicer and the Depositor following a negotiation in good faith to determine how to comply with any such new requirements.
Sxxxxxxx-Xxxxx Certification. A written certification signed by an officer of the Master Servicer that complies with (i) the Sxxxxxxx-Xxxxx Act of 2002, as amended from time to time, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time; provided that if, after the Closing Date (a) the Sxxxxxxx-Xxxxx Act of 2002 is amended, (b) the Rules referred to in clause (ii) are modified or superceded by any subsequent statement, rule or regulation of the Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Commission from time to time pursuant to the Sxxxxxxx-Xxxxx Act of 2002, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous that then form of the required certification as of the Closing Date, the Sxxxxxxx-Xxxxx Certification shall be as agreed to by the Master Servicer, the Depositor and the Seller following a negotiation in good faith to determine how to comply with any such new requirements.
Sxxxxxxx-Xxxxx Certification. Each Form 10-K shall include a Sxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit Y required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer and the Operating Advisor shall, and each such party shall use commercially reasonable efforts to cause each Servicing Function Participant engaged by it after the Closing Date, provide to the Person who signs the Sxxxxxxx-Xxxxx Certification (the “Certifying Person”) a certification in the form attached to this Agreement as Exhibit Z-0, X-0, X-0 and Z-4, as applicable, on 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. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.
Sxxxxxxx-Xxxxx Certification. A written certification signed by an officer of the Servicer that complies with (i) the Sxxxxxxx-Xxxxx Act of 2002, as amended from time to time, and (ii) the February 21, 2003 Statement by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time to time; provided that if, after the Closing Date (a) the Sxxxxxxx-Xxxxx Act of 2002 is amended, (b) the Statement referred to in clause (ii) is modified or superseded by any subsequent statement, rule or regulation of the Securities and Exchange Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Securities and Exchange Commission from time to time pursuant to the Sxxxxxxx-Xxxxx Act of 2002, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Servicer, materially more onerous than the form of the required certification as of the Closing Date, the Sxxxxxxx-Xxxxx Certification shall be as agreed to by the Servicer and the Depositor following a negotiation in good faith to determine how to comply with any such new requirements.
Sxxxxxxx-Xxxxx Certification. Each Form 10-K shall include a Sxxxxxxx-Xxxxx Certification required to be included therewith pursuant to the Sxxxxxxx-Xxxxx Act. The senior officer of the Master Servicer in charge of the master servicing function shall sign the Sxxxxxxx-Xxxxx Certification and shall serve as the Certifying Person on behalf of the Trust. The respective parties hereto agree to cooperate with all reasonable requests made by any Person involved in the preparation and/or filing a Form 10-K on behalf of the Trust (each a “Certifying Person”) and each Person from whom the Trust must obtain a Sxxxxxxx-Xxxxx Certification (each a “Certification Party”) in connection with such Person’s attempt to conduct any due diligence that such Person reasonably believes to be appropriate in order to allow it to deliver any Sxxxxxxx-Xxxxx Certification or portion thereof with respect to the Trust Fund.
Sxxxxxxx-Xxxxx Certification. (a) On or before February 24th (February 25th in the event of a leap year) of each year, commencing in February 2020, the Primary Servicer shall provide to the Master Servicer a Performance Certification substantially in the form attached to the PSA as Exhibit Z-2, on which the Master Servicer, the Certifying Person, the entity for which the Certifying Person acts as an officer (if the Certifying Person is an individual), and each entity’s officers, directors and Affiliates (collectively the “Certification Parties”) can reasonably rely. In addition, Primary Servicer shall execute a reasonable reliance certificate to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 3.05 hereof, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 3.06 hereof and (iii) accountant’s report provided pursuant to Section 3.07 hereof, and shall include a certification in the Performance Certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of the Primary Servicer to enable such accountants to render the certificates provided for in Section 3.07 hereof. In the event the Primary Servicer is terminated or resigns pursuant to the terms of this Agreement, the Primary Servicer shall provide a certification to the Master Servicer for delivery to the Certifying Person pursuant to this Section 3.08 with respect to the period of time it was subject to this Agreement. Each such Performance Certification shall be provided in EXXXX-Compatible Format in substantially the form of Exhibit T to the PSA, or in such other format agreed upon by the Master Servicer and the Primary Servicer. Notwithstanding the foregoing, nothing in this Section 3.08 shall require Primary Servicer (i) to certify or verify the accurateness or completeness of any information provided to Primary Servicer by third parties, (ii) to certify information other than to Primary Servicer’s knowledge and in accordance with Primary Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by Primary Servicer have been completed except as they have been left blank on their face.
Sxxxxxxx-Xxxxx Certification. The Subservicer shall deliver to KRECM, no later than March 5 (or if such day is not a Business Day, then the immediately succeeding Business Day, with no cure period) of each year (commencing in 2013) in which any Trust is subject to the reporting requirements of the Exchange Act for the preceding fiscal year (and otherwise within a reasonable period of time upon request), a certification in the form attached hereto as Exhibit F (a “Performance Certification”), on which KRECM and KRECM’s officers, directors, members, managers, employees, agents and Affiliates (collectively, the “Certification Parties”) can reasonably rely. The Subservicer shall, if it is terminated or resigns pursuant to the terms of this Agreement, provide a Performance Certification to KRECM with respect to the period of time it was subject to this Agreement. Pursuant to the provisions in the applicable PSA, each Performance Certification shall include (x) a reasonable reliance statement by the Subservicer enabling the Certification Parties to rely upon each (i) annual compliance statement, (ii) annual report on assessment of compliance with the Servicing Criteria and (iii) registered public accounting firm attestation report and (y) a certification that each such annual report on assessment of compliance discloses any material instances of noncompliance described to the Subservicer’s registered public accounting firm to enable such accountants to render the attestation.
Sxxxxxxx-Xxxxx Certification. Notwithstanding anything to the contrary in the Servicing Agreement, with respect to the Mortgage Loans, by March 1st of each year, beginning in 2007, an officer of the Servicer shall execute and deliver a Servicer’s Certificate to the party executing the annual certification required by Section 302 of the Sxxxxxxx-Xxxxx Act of 2002, which pursuant to the Trust Agreement is the Depositor (hereinafter as pertaining to this certification, the “Beneficiary”) for the benefit of the Beneficiary and its officers, directors and affiliates, pursuant to which such officer shall certify to those matters substantially as set forth in Exhibit 4. The Servicer acknowledges that the party executing the annual certification may rely on the Servicer’s Certificate in filing the annual certification with the Commission. The Servicer shall indemnify and hold harmless the Beneficiary 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. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Beneficiary, then the Servicer agrees that it shall contribute to the amount paid or payable by the Beneficiary as a result of the losses, claims, damages or liabilities of the Beneficiary in such proportion as is appropriate to reflect the relative fault of the Beneficiary on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 3 or the Servicer’s negligence, bad faith or willful misconduct in connection therewith.
