Common use of Xxxxxxxx-Xxxxx Related Certifications Clause in Contracts

Xxxxxxxx-Xxxxx Related Certifications. (a) On or before February 28th of each year, commencing with February 200 , or at any other time upon 30 days written request from the Trustee, an officer of the Servicer shall execute and deliver an Officer’s Certificate to the Trustee, signed by the President, Managing Director or a Vice President in charge of servicing operations of the Servicer for the benefit of the Trustee and its officers, directors and affiliates, certifying as to the following matters: (i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Trustee taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; (ii) The servicing information required to be provided to the Trustee by the Servicer under this Agreement has been provided to the Trustee; (iii) I am responsible for reviewing the activities performed by the Servicer under this Agreement and based upon the review required by this Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report, the Servicer has, as of the date of this certification fulfilled its obligations under this Agreement; and (iv) I have disclosed to the Trustee all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in this Agreement. (b) The Servicer shall indemnify and hold harmless the Trustee 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 5.6 or the negligence or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Trustee as a result of the losses, claims, damages or liabilities of the Trustee in such proportion as is appropriate to reflect the relative fault of the Trustee on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.6 or the Servicer’s negligence or willful misconduct in connection therewith.

Xxxxxxxx-Xxxxx Related Certifications. (a) On or before February 28th March [-] of each year, commencing with February 200 in March 200_, or at any other time upon 30 days written request from the TrusteeDepositor, an officer of the Servicer shall execute and deliver an Officer’s Certificate to the TrusteeDepositor, signed by the President, Managing Director or a Vice President in charge of servicing operations of the Servicer for the benefit of the Trustee and its officers, directors and affiliates, certifying as to the following matters: (i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Trustee Securities Administrator taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; (ii) The servicing information required to be provided to the Trustee Master Servicer and the Securities Administrator by the Servicer under this the Transfer and Servicing Agreement also has been provided to the TrusteeDepositor; (iii) I am responsible for reviewing the activities performed by the Servicer under this the Transfer and Servicing Agreement and based upon the review required by this the Transfer and Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report, the Servicer has, as of the date of this certification certification, fulfilled its obligations under this the Transfer and Servicing Agreement; and (iv) I have disclosed to the Trustee Master Servicer, the Depositor and the Securities Administrator all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in this the Transfer and Servicing Agreement. (b) The Servicer shall indemnify and hold harmless the Trustee Master Servicer, the Depositor and the Securities Administrator 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 5.6 or the negligence or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the TrusteeMaster Servicer, the Depositor and the Securities Administrator then the Servicer agrees that it shall contribute to the amount paid or payable by the Trustee Master Servicer, the Depositor and the Securities Administrator as a result of the losses, claims, damages or liabilities of the Trustee such parties in such proportion as is appropriate to reflect the relative fault of the Trustee such parties on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.6 or the Servicer’s negligence or willful misconduct in connection therewith. (c) On or before March [-] of each year, commencing in March 200_, or at any other time upon 30 days written request from the Depositor, an officer of the Securities Administrator shall execute and deliver an Officer’s Certificate to the Depositor, signed by a Responsible Officer that is a vice president or managing director of the Securities Administrator as set forth in clause (a) of Exhibit H hereto. (d) On or before March [-] of each year, commencing in March 200_, or at any other time upon 30 days written request from the Depositor, an officer of the Master Servicer shall execute and deliver an Officer’s Certificate to the Depositor, signed by the Master Servicer as set forth in clause (b) of Exhibit H hereto. (e) Each of the Securities Administrator and the Master Servicer shall indemnify and hold harmless the Depositor 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 Securities Administrator or the Master Servicer, as applicable, or any of its officers, directors, agents or affiliates of its obligations under this Section 5.6 or the negligence or willful misconduct of the Master Servicer, as applicable, in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor then the Securities Administrator or the Master Servicer, as applicable, agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of such parties in such proportion as is appropriate to reflect the relative fault of such parties on the one hand and the Servicer on the other in connection with a breach of the Master Servicer’s obligations under this Section 5.6 or the Master Servicer’s negligence or willful misconduct in connection therewith. (f) The Servicer, the Master Servicer and the Depositor acknowledge that the laws, rules and regulations governing the foregoing certifications may change before the Notes are paid in their entirety. To that end, each agrees that it will provide such additional certifications as such revised laws, rules and regulations may require.

Xxxxxxxx-Xxxxx Related Certifications. (a) On or before February 28th of each year, commencing with February 200 28, [ - ], or at any other time upon 30 days written request from the TrusteeMaster Servicer, an officer of the Servicer shall execute and deliver an Officer’s Certificate to the TrusteeMaster Servicer, signed by the President, Managing Director or a Vice President in charge of servicing operations of the Servicer for the benefit of the Trustee Trust and its officers, directors and affiliates, certifying as to the following matters: (i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Trustee Master Servicer taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; (ii) The servicing information required to be provided to the Trustee Master Servicer by the Servicer under this Servicing Agreement has been provided to the TrusteeMaster Servicer; (iii) I am responsible for reviewing the activities performed by the Servicer under this the Servicing Agreement and based upon the review required by this Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report, the Servicer has, as of the date of this certification fulfilled its obligations under this Servicing Agreement; and (iv) I have disclosed to the Trustee Master Servicer all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in this the Servicing Agreement. (b) The Servicer shall indemnify and hold harmless the Trustee 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 5.6 or the negligence or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the TrusteeMaster Servicer, then the Servicer agrees that it shall contribute to the amount paid or payable by the Trustee Master Servicer as a result of the losses, claims, damages or liabilities of the Trustee Master Servicer in such proportion as is appropriate to reflect the relative fault of the Trustee 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 5.6 or the Servicer’s negligence or willful misconduct in connection therewith.

Xxxxxxxx-Xxxxx Related Certifications. (a) On or before February 28th of each year, commencing with February 200 28, [-], or at any other time upon 30 days written request from the Trustee, an officer of the Servicer shall execute and deliver an Officer’s Certificate to the Trustee, signed by the President, Managing Director or a Vice President in charge of servicing operations of the Servicer for the benefit of the Trustee and its officers, directors and affiliates, certifying as to the following matters: (i) Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted to the Trustee taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification; (ii) The servicing information required to be provided to the Trustee by the Servicer under this Agreement has been provided to the Trustee; (iii) I am responsible for reviewing the activities performed by the Servicer under this Agreement and based upon the review required by this Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual Independent Public Accountant’s Servicing Report, the Servicer has, as of the date of this certification fulfilled its obligations under this Agreement; and (iv) I have disclosed to the Trustee all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in this Agreement. (b) The Servicer shall indemnify and hold harmless the Trustee 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 5.6 or the negligence or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Trustee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Trustee as a result of the losses, claims, damages or liabilities of the Trustee in such proportion as is appropriate to reflect the relative fault of the Trustee on the one hand and the Servicer on the other in connection with a breach of the Servicer’s obligations under this Section 5.6 or the Servicer’s negligence or willful misconduct in connection therewith.