Back-up Xxxxxxxx-Xxxxx Certification. (a) No later than March 15 of each year, beginning in 2017, the Servicer shall provide the Performance Certification to the Certifying Person as set forth on Exhibit D (in the case of the Servicer), in each case on which the Certification Parties can reasonably rely; provided, that so long as the Servicer is an Affiliate of the Depositor, the Servicer may, but is not required to, deliver the Performance Certificate.
Back-up Xxxxxxxx-Xxxxx Certification. No later than March 15 of each year, beginning in 2008, the Indenture Trustee and the Servicer shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”) a certification (each, a “Performance Certification”) and shall cause each Reporting Subcontractor, in the form attached hereto as 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 officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. The Depositor will not request delivery of a certification under this clause unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to the Trust. So long as the Servicer is an Affiliate of the Depositor, the Servicer may, but is not required to deliver the Performance Certificate. In the event that prior to the filing date of the Form 10-K in March of each year, the Indenture Trustee or the Servicer has actual knowledge of information material to the Xxxxxxxx-Xxxxx Certification, 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 or 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 Xxxxxxxx-Xxxxx Certification or portion thereof with respect to the Trust.
Back-up Xxxxxxxx-Xxxxx Certification. (a) No later than February 15 of each year, beginning in 2009, the Master Servicer shall provide the Performance Certification to the Certifying Person as Schedule E (in the case of the Master Servicer), in each case on which the Certification Parties can reasonably rely; provided that so long as the Master Servicer is an Affiliate of the Depositor, the Master Servicer may, but is not required to deliver the Performance Certificate.
