Common use of Xxxxxxxx-Xxxxx Certification Clause in Contracts

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-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 Xxxxxxxx-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 Xxxxxxxx-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 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.

Appears in 72 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2022-B37 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2022-Gc48)

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Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification”) required to be included therewith pursuant to the Xxxxxxxx-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 Servicer and the Trustee Securities Administrator shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicerengaged by it to, 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1Q, 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 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted by email at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at (000) 000-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 Trustee0000. In the event the Master Servicer, the Securities Administrator, the Trustee or any Reporting Servicer Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 11.08 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary 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. The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, to deliver to the Master Servicer a certification similar to the Back-Up Certification within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Appears in 18 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-A2), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-S2), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-S3)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification”), required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Servicer, the Master Servicer and the Trust Administrator shall provide, and each 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 Master Servicer and the Trustee Trust Administrator shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicerengaged by it to, 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1U, 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 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator The Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to Person on behalf of 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 TrusteeTrust. In the event any Reporting Servicer 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 Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 13.09 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing agreement, as the case may be. The Master Servicer shall enforce any obligation of the Designated Servicers, to the extent set forth in the related Designated Servicing Agreement, to deliver to the Master Servicer a certification similar to the Back-Up Certification as may be required pursuant to the related Designated Servicing Agreement.

Appears in 16 contracts

Samples: Pooling and Servicing Agreement (CSMC Trust 2007-4), Pooling and Servicing Agreement (CSMC Mortgage Backed Trust Series 2007-1), Pooling and Servicing Agreement (CSMC Mortgage Backed Trust Series 2007-1)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2008, 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 Servicer and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of unless such party that person is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providethe Certifying Person), and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Servicer shall cause such Servicing Function Participant to provide) each Reporting Subcontractor and the Trustee shall cause each Reporting Subcontractor to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), in the form attached to this Agreement hereto 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, R 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 The senior officer in charge of the servicing function of the Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Servicer nor the Depositor will request delivery of a certification under this clause unless the Trustee is required under the Exchange Act to file an annual report on Form 10-K 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Servicer or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Servicer or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Servicer shall provide a certification and the Trustee. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 13 contracts

Samples: Pooling and Servicing Agreement (IndyMac IMJA Mortgage Loan Trust 2007-A3), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Ar21ip), Pooling and Servicing Agreement (IndyMac IMSC Mortgage Loan Trust 2007-Ar1)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). The Certificate AdministratorNo later than March 15th of each year in which a Form 10-K is required to be filed on behalf of the Trust Fund, beginning in 2007, the Master Servicer, Servicer (unless such Person is 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 Certifying Person) 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 provideshall, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), substantially in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 N-1 (in the case of a Subservicer) and Exhibit Y-8N-2 (in the case of the Trustee), as applicableunless such other form is mutually agreed upon, 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, a Responsible Officer of the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 10 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Aa6), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-1), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-3)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2008, 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 Servicer and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of unless such party that person is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providethe Certifying Person), and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer and each Reporting Subcontractor and the Trustee shall cause each Reporting Subcontractor to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 V-1 (in the case of a Subservicer or any Reporting Subcontractor of the Master Servicer or a Subservicer) and Exhibit Y-8, as applicableV-2 (in the case of the Trustee or any Reporting Subcontractor of the Trustee), 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 9 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-Hy6), Pooling and Servicing Agreement (CHL Mortgage Pass-Through Trust 2007-Hy5), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Hy8c)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 15 in the year immediately following the year as to which such Form 10-K relates or, if March 1 15 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, Y-5 and 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 Trust Loan serviced under an Outside the applicable Other Pooling and Servicing Agreement, the Certificate Administrator shall Master Servicer will use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, applicable certification 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 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.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2015-Gc32), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc29)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Y required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorFor so long as the Trust is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Operating AdvisorTrustee, 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)Certificate Administrator, the Custodian and the Trustee Senior Trust Advisor shall provide (provide, and (i) with respect to any each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is a 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 Initial Sub-Servicer to provide, and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Senior Trust Advisor has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to provide) , to the Person who signs the Xxxxxxxx-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 Dayor before March 15 of each year commencing in March 2014, a certification in the form attached to this Agreement hereto as Exhibit Y-1Xxxxxxxx X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5X-0 or Z-6 (each, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8a “Performance Certification”), as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officerofficer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”), each Reporting Servicer, upon not less than 30 days prior written request, shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to such Other Securitization a certification in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With respect to each Outside any Non-Serviced Mortgage Loan serviced under an Outside Servicing AgreementCompanion Loan, the Certificate Administrator shall will use commercially its reasonable efforts to procure, and upon receipt deliver to the Certifying Person, procure a Xxxxxxxx-Xxxxx back-up certification similar from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the certifications referenced registered public accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeSection 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement 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 11.06 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. Each such Performance Certification shall be provided in XXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Notwithstanding anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06 shall be obligated to do so.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C10)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Y required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorFor so long as the Trust or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, Advisor and 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)Report) shall provide, the Custodian and the Trustee shall provide (and (i) with respect to any each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as the case may be, that is a 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 Initial Sub-Servicer to provide, and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to provide) , to the each Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust that includes a Serviced Companion Loan (individually and collectively, 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 Dayor before March 1st of each year commencing in March 2018, a certification substantially in the form attached to this Agreement hereto as Exhibit Y-1Exhibits X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5X-0, Exhibit Y-6X-0 or Y-7 (each, Exhibit Y-7 and Exhibit Y-8a “Performance Certification”), as applicable, on which the each Certifying Person, the entity for which the such Certifying Person acts as an officerofficer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer) with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification, the Performance Certification provided by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, that engaged such Servicing Function Participant shall not exclude information that would have been provided by such Servicing Function Participant. In addition, in the event that any Serviced Companion Loan is deposited into a commercial mortgage securitization (including an “Other Securitization”) and the Reporting Servicer is provided with timely and complete contact information for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to such Other Securitization either the Performance Certification or a separate certification in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With respect to each Outside any Non-Serviced Mortgage Loan serviced under an Outside Servicing AgreementCompanion Loan, the Certificate Administrator shall will use commercially its reasonable efforts to procure, and upon receipt deliver to the Certifying Person, procure a Xxxxxxxx-Xxxxx backCertification from the applicable Non-up certification similar Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the certifications referenced registered public accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeSection 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the each affected Certifying Person pursuant to this Section 10.06 11.06 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. Each such Performance Certification shall be provided in XXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator, any affected Other Depositor and Other Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a “significant obligor”, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Notwithstanding anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust for each Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06 shall be obligated to do so.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs7), Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C1)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Y required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorFor so long as the Trust is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Operating AdvisorTrustee, the Certificate Administrator, the Custodian, 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 Report) and the Trustee Operating Advisor shall provide (provide, and (i) with respect to any each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is a 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 Initial Sub-Servicer to provide, and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which the Master Servicer, the Special Servicer the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to provide) , to the Person who signs the Xxxxxxxx-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 Dayor before March 1st of each year commencing in March 2018, a certification in the form attached to this Agreement hereto as Exhibit Y-1Xxxxxxxx X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5X-0, Exhibit Y-6X-0 or Z-7 (each, Exhibit Y-7 and Exhibit Y-8a “Performance Certification”), as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officerofficer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”) and the Reporting Servicer is provided with timely and complete contact information for the parties to the other securitizations, each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to such Other Securitization a certification in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With respect to each Outside any Non-Serviced Mortgage Loan serviced under an Outside Servicing AgreementCompanion Loan, the Certificate Administrator shall will use commercially its reasonable efforts to procure, and upon receipt deliver to the Certifying Person, procure a Xxxxxxxx-Xxxxx backCertification from the applicable Non-up certification similar Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the certifications referenced registered public accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeSection 11.11. 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 11.06 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. Each such Performance Certification shall be provided in XXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Notwithstanding anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06 shall be obligated to do so.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2018-Gs9), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C42), Pooling and Servicing Agreement (Bank 2017-Bnk9)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), as set forth in the form Exhibit T attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Reporting Servicer shall provide, 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 Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providecause, and (ii) with respect to any other Servicing Function Participant of retained by such party party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant to provide) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by March 1st (with a grace period through March 15th) no later than March 1 of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year immediately following in which any Other Securitization is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8S-5 or S-6, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, X0000-000, Xxx Xxxx, Xxx Xxxx 00000, Attention: X.X. Xxxxxx, with a Xxxxxxxxcopy to: Xxxx X. Xxxxx, Esq., Xxxxx Fargo Law Department, D1053-300, 000 Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentenceXxxxxxx Xx., from the related Outside ServicerXxxxxxxxx, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeXxxxx Xxxxxxxx 00000. In the event If 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 Performance Certification to the Certifying Person pursuant to this Section 10.06 11.09 with respect to the period of time it was subject to this Agreement or the applicable subSub-servicing Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a Xxxxxxxx-Xxxxx back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C22), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), exactly as set forth in the form Exhibit P-1 attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Reporting Servicer shall provide, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and each Reporting Servicer shall (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 (ia) 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 each 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 ) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause such each Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to provide) , to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by noon (New York City time) on March 15th (with no later than March 1 grace period) of each year subsequent to the fiscal year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1P-2, 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 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, the “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar Person on behalf of the Trust. Such officer of the Certifying Person can be contacted at the address identified 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 TrusteeSection 14.5. In the event If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification Performance Certification and a reliance certificate to the Certifying Person pursuant to this Section 10.06 13.6 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. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement (as applicable) provided pursuant to Section 13.9, (ii) annual report on assessment of compliance with Servicing Criteria provided pursuant to Section 13.10 and (iii) registered public accounting firm attestation report provided pursuant to Section 13.11 and shall include a certification that each such annual report on assessment of compliance discloses any material instances of noncompliance described to the registered public accountants of such Reporting Servicer to enable such accountants to render the attestation provided for in Section 13.11. If any Serviced Companion Loan is deposited into a commercial mortgage securitization, and the applicable Reporting Servicer is provided with timely and complete contact information for the parties to the Other Securitization and the person signing the Other Securitization’s Xxxxxxxx-Xxxxx Certification, such Reporting Servicer shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to an Other Securitization a Performance Certification (which shall address the matters contained in the Performance Certification, but solely with respect to the related Serviced Companion Loan), upon which such certifying person, the entity for which the certifying person acts as an officer, and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use its commercially reasonable efforts to procure a Xxxxxxxx-Xxxxx back-up certification from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, Non-Serviced Mortgage Loan Certificate Administrator, Non-Serviced Mortgage Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to a Performance Certification or in the form specified in the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Xxxxxxxx-Xxxxx back-up certification received by the Master Servicer.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-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 Xxxxxxxx-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 Master Servicer shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Xxxxxxxx-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 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.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C34), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). The Certificate AdministratorNo later than March 15th of each year in which a Form 10-K is required to be filed on behalf of the Trust Fund, beginning in 2008, the Master Servicer, Servicer (unless such Person is 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 Certifying Person) 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 provideshall, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), substantially in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 N-1 (in the case of a Subservicer) and Exhibit Y-8N-2 (in the case of the Trustee), as applicableunless such other form is mutually agreed upon, 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, a Responsible Officer of the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Ar3), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Aa3), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Ar2)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, Servicer and 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 Advisor 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 15 in the year immediately following the year as to which such Form 10-K relates or, if March 1 15 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, Y-3 and 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 Non-Serviced Mortgage Loan serviced under an Outside the Other Pooling and Servicing Agreement, the Certificate Administrator shall will use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, procure a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, applicable certification from the related Outside Other Master Servicer, the related Outside Other Special Servicer, the related Outside Other Paying Agent and the related Outside Other 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 Section 10.06 10.05 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.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C2 Commercial Mortgage Trust)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-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 Xxxxxxxx-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 Y-6 and Exhibit Y-8Y-7, 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 Master Servicer shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Xxxxxxxx-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 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.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-C1), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, Servicer and 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 Advisor 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 15 in the year immediately following the year as to which such Form 10-K relates or, if March 1 15 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, Y-3 and 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 Xxxxxxxx-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 Section 10.06 10.05 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.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc19), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc18), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc18)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), as set forth in the form Exhibit T attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Reporting Servicer shall provide, 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 Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providecause, and (ii) with respect to any other Servicing Function Participant of retained by such party party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant to provide) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by March 1st (with a grace period through 406 March 15th) no later than March 1 of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year immediately following in which any Other Securitization is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8S-5 or S-6, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, X0000-000, Xxx Xxxx, Xxx Xxxx 00000, Attention: X.X. Xxxxxx, with a Xxxxxxxxcopy to: Xxxx X. Xxxxx, Esq., Xxxxx Fargo Law Department, D1053-300, 000 Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentenceXxxxxxx Xx., from the related Outside ServicerXxxxxxxxx, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeXxxxx Xxxxxxxx 00000. In the event If 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 Performance Certification to the Certifying Person pursuant to this Section 10.06 11.09 with respect to the period of time it was subject to this Agreement or the applicable subSub-servicing Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a Xxxxxxxx-Xxxxx back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (COMM 2015-Lc19 Mortgage Trust), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2007, the Master Servicer, Servicer (unless such Person is 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 Certifying Person) 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 provideshall, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), substantially in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 N-1 (in the case of a Subservicer) and Exhibit Y-8N-2 (in the case of the Trustee), as applicableunless such other form is mutually agreed upon, 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec. Mort Pass THR Certs Ser 2006-Aa2), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa2), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Aa1)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), as set forth in the form Exhibit T attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Reporting Servicer shall provide, 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 Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providecause, and (ii) with respect to any other Servicing Function Participant of retained by such party party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant to provide) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust that includes a Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) no later than March 1 of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year immediately following in which any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8S-5 or S-6, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, X0000-000, Xxx Xxxx, Xxx Xxxx 00000-000, Attention: X.X. Xxxxxx, with a Xxxxxxxxcopy to: Xxxx X. Xxxxx, Esq., Xxxxx Fargo Law Department, D1053-300, 000 Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentenceXxxxxxx Xx., from the related Outside ServicerXxxxxxxxx, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeXxxxx Xxxxxxxx 00000. In the event If 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 Performance Certification to the Certifying Person pursuant to this Section 10.06 11.09 with respect to the period of time it was subject to this Agreement or the applicable subSub-servicing Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a Xxxxxxxx-Xxxxx back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-Lc14)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the "Xxxxxxxx-Xxxxx Certification in Certification") required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission's staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2007, 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 Servicer and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of unless such party that person is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providethe Certifying Person), and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Servicer shall cause such Servicing Function Participant to provide) each Reporting Subcontractor and the Trustee shall cause each Reporting Subcontractor to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification "Performance Certification"), in the form attached to this Agreement hereto 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, R 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. With The senior officer in charge of the servicing function of the Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person's attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDA Mortgage Loan Trust 2006-Ar1), Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A12), Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A6)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Y required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorFor so long as the Trust is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Operating AdvisorTrustee, 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)Certificate Administrator, the Custodian and the Trustee Senior Trust Advisor shall provide (provide, and (i) with respect to any each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is a 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 Initial Sub-Servicer to provide, and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Senior Trust Advisor has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to provide) , to the Person who signs the Xxxxxxxx-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 Dayor before March 15 of each year commencing in March 2015, a certification in the form attached to this Agreement hereto as Exhibit Y-1Xxxxxxxx X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5X-0 or Z-6 (each, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8a “Performance Certification”), as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officerofficer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”) and the Reporting Servicer is provided with timely and complete contact information for the parties to the other securitizations, each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to such Other Securitization a certification in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With respect to each Outside any Non-Serviced Mortgage Loan serviced under an Outside Servicing AgreementCompanion Loan, the Certificate Administrator shall will use commercially its reasonable efforts to procure, and upon receipt deliver to the Certifying Person, procure a Xxxxxxxx-Xxxxx back-up certification similar from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the certifications referenced registered public accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeSection 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement 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 11.06 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. Each such Performance Certification shall be provided in XXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Notwithstanding anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06 shall be obligated to do so.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2007, 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 Servicer and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of unless such party that person is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providethe Certifying Person), and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Servicer shall cause such Servicing Function Participant to provide) each Subservicer and each Reporting Subcontractor and the Trustee shall cause each Reporting Subcontractor to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 T-2 (in the case of a Subservicer or any Reporting Subcontractor of the Servicer or a Subservicer) and Exhibit Y-8, as applicableT-1 (in the case of the Trustee or any Reporting Subcontractor of the Trustee), 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 The senior officer in charge of the servicing function of the Servicer shall serve as the Certifying Person on behalf of the Trust Estate. Neither the Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Estate. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Estate.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Chec Funding LLC), Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2006-B), Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2006-A)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification”) required to be included therewith pursuant to the Xxxxxxxx-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 Servicer and the Trustee Securities Administrator shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicerengaged by it to, 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1P, 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 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted by email at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at (000) 000-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 Trustee0000. In the event the Master Servicer, the Securities Administrator, the Trustee or any Reporting Servicer Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 11.08 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary 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. The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, to deliver to the Master Servicer a certification similar to the Back-Up Certification within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-A6), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2007-A2), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2007-A2)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the "Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification") required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Servicer, the Master Servicer, the Special Modification Oversight Agent and the Trust Administrator shall provide, and each Servicer, the Operating AdvisorMaster Servicer, 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 Modification Oversight Agent and the Trustee Trust Administrator shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicerengaged by it to, 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for (the "Certifying Person"), by March 15 of each year in which the Trust or any Other Securitization Trust (is subject to the “Certifying Person”) no later than March 1 in reporting requirements of the year immediately following the year as to which such Form 10-K relates or, if March 1 is not Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a "Back-Up Certification"), in the form attached to this Agreement hereto as Exhibit Y-1V, 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 upon 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator The Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to Person on behalf of 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 TrusteeTrust. In the event the Master Servicer, the Trust Administrator or any Reporting Servicer Servicing Function Participant engaged by such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreementSubservicing Agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 13.09 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing agreementSubservicing Agreement, as the case may be. The Master Servicer shall enforce any obligation of the Designated Servicers, to the extent set forth in the related Designated Servicing Agreement, to deliver to the Master Servicer a certification similar to the Back-Up Certification as may be required pursuant to the related Designated Servicing Agreement.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Adjustable Rate Mortgage Trust 2007-1), Adjustable Rate Mortgage Trust 2007-1, Adjustable Rate Mortgage Loan Trust 2007-2

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, Securities Administrator and the Master ServicerServicer shall provide, 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 each such party shall provide (and (i) with respect to cause 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 engaged by it 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by March 10 (with a 5 calendar day cure period) no later than March 1 of each year in which the year immediately following Trust Fund is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”) in the form attached to this Agreement as of 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 M hereto 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, A senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust Fund. Such officer of the Certifying Person can be contacted by e-Xxxxx backmail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 000-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 Trustee000-0000. In the event any Reporting Servicer 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 or primary servicing subservicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 3.19 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing subservicing 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.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (HarborView 2007-2), Pooling and Servicing Agreement (HarborView 2007-5), Pooling and Servicing Agreement (HarborView 2007-7)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2007, the Master Servicer, Servicer (unless such Person is 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 Certifying Person) 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 provideshall, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), substantially in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 N-1 (in the case of a Subservicer) and Exhibit Y-8N-2 (in the case of the Trustee), as applicableunless such other form is mutually agreed upon, 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, a Responsible Officer of the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Aa3), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa3), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-2)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in [____], the Depositor, the Master Servicer, Servicer and the Special Servicer, Indenture Trustee shall (unless such Person is 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 SummaryCertifying Person), 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), Master Servicer shall cause such Servicing Function Participant to provide) each related Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), substantially in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 I-1 (in the case of the Master Servicer and any Subservicer) and Exhibit Y-8I-2 (in the case of the Indenture Trustee), as applicableunless another form is mutually agreed upon, 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Master Servicer, the Indenture Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Master Servicer, the Indenture Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust.

Appears in 3 contracts

Samples: Sale and Servicing Agreement (Fund America Investors Corp Ii), Sale and Servicing Agreement (First Horizon Asset Securities Inc), Sale and Servicing Agreement (First Horizon Asset Securities Inc)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), as set forth in the form Exhibit T attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-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 Each Reporting Servicer shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providecause, and (ii) with respect to any other Servicing Function Participant, cause, each Servicing Function Participant of such party (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant to provide) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust that includes a Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) no later than March 1 of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year immediately following in which any Other Securitization that includes a Companion Loan is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8S-5 or S-6, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. The Certifying Person at the Depositor can be contacted at RBS Commercial Funding, Inc. at 000 Xxxxxxxxxx Xxxx., Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: Xxx Xxxxxxx, with a copy to Xxxxx Xxxxxxxx-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 TrusteeEsq. In the event If 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 Performance Certification to the Certifying Person pursuant to this Section 10.06 11.08 with respect to the period of time it was subject to this Agreement or the applicable subSub-servicing Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.08 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.11, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.12 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.13.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification”), required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Servicer (including the Back-up Servicer and Special Servicer, that has succeeded to the obligation of a Servicer to service any of the Mortgage Loans), the Master Servicer and the Trust Administrator shall provide, and each 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 Master Servicer and the Trustee Trust Administrator shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicerengaged by it to, 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1U, 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 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator The Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to Person on behalf of 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 TrusteeTrust. In the event any Reporting Servicer 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 Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 13.09 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing agreement, as the case may be. The Master Servicer shall enforce any obligation of the Designated Servicers, to the extent set forth in the related Designated Servicing Agreement, to deliver to the Master Servicer a certification similar to the Back-Up Certification as may be required pursuant to the related Designated Servicing Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-7), Pooling and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-7), Pooling and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-5)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification, required to be included therewith pursuant to the Xxxxxxxx-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 Servicer and the Trustee Securities Administrator shall provide (provide, and (i) with respect to each such party shall cause 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 engaged by it 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 (with a ten-calendar day cure period), (or by such other date and cure period specified in the applicable Servicing Agreement), of each year immediately following in which the year as Trust is subject to which such Form 10-K relates orthe reporting requirements of the Exchange Act and otherwise within a reasonable period of time upon request, a certification, if March 1 is not a Business Day, on the immediately following Business Day, a certification applicable in the form attached to this provided by the related Servicing Agreement as Exhibit Y-1(each, Exhibit Y-2a “Back-Up Certification”), Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-Xxxxx backmail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 000-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 Trustee000-0000. In the event any Reporting Servicer 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 Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 3.18 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary 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.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2007-4), Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2006-6), Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2007-5)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2008, 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 Servicer and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of unless such party that person is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providethe Certifying Person), and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Servicer shall cause such Servicing Function Participant to provide) each Subservicer and each Reporting Subcontractor and the Trustee shall cause each Reporting Subcontractor to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 T-2 (in the case of a Subservicer or any Reporting Subcontractor of the Servicer or a Subservicer) and Exhibit Y-8, as applicableT-1 (in the case of the Trustee or any Reporting Subcontractor of the Trustee), 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 The senior officer in charge of the servicing function of the Servicer shall serve as the Certifying Person on behalf of the Trust Estate. Neither the Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Estate. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Estate.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2007-C), Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2007-A), Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2007-B)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the "Xxxxxxxx-Xxxxx Certification in Certification") required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission's staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2007, 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 Servicer and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of unless such party that person is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providethe Certifying Person), and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification "Performance Certification"), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 V-1 (in the case of a Subservicer or any reporting Subcontractor of the Master Servicer or a Subservicer) and Exhibit Y-8, as applicableV-2 (in the case of the Trustee or any reporting Subcontractor of the Trustee), 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. With The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person's attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-Oc11), Pooling and Servicing Agreement (Alternative Loan Trust 2006-Oc10), Pooling and Servicing Agreement (Alternative Loan Trust 2006-Oc10)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2008, 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 Servicer and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of unless such party that person is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providethe Certifying Person), and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer and each Reporting Subcontractor and the Trustee shall cause each Reporting Subcontractor to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 V-1 (in the case of a Subservicer or any Reporting Subcontractor of the Master Servicer or a Subservicer) and Exhibit Y-8, as applicableV-2 (in the case of the Trustee or any Reporting Subcontractor the Trustee), 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-4cb), Pooling and Servicing Agreement (Cwalt Inc), Pooling and Servicing Agreement (Cwalt Inc)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 15 in the year immediately following the year as to which such Form 10-K relates or, if March 1 15 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, Y-6 and 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 Trust Loan serviced under an Outside Servicing Agreement, the Certificate Administrator Master Servicer shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification 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 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.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-P1)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-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 Operating Advisor 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 15 in the year immediately following the year as to which such Form 10-K relates or, if March 1 15 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, Y-3 and 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 Non-Serviced Mortgage Loan serviced under an Outside Other Pooling and Servicing Agreement, the Certificate Administrator shall will use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, procure a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, applicable certification from the related Outside Other Master Servicer, the related Outside Other Special Servicer, the related Outside Other Paying Agent and the related Outside Other 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 Section 10.06 10.05 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.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2017-H1), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc23), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc22)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), exactly as set forth in the form Exhibit P-1 attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Reporting Servicer shall provide, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and each Reporting Servicer shall (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 (ia) 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 each 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 ) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause such each Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to provide) , to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by noon (New York City time) on March 10th (with no later than March 1 grace period) of each year subsequent to the fiscal year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1P-2, 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 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, the “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar Person on behalf of the Trust. Such officer of the Certifying Person can be contacted at the address identified 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 TrusteeSection 14.5. In the event If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification Performance Certification and a reliance certificate to the Certifying Person pursuant to this Section 10.06 13.6 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. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement (as applicable) provided pursuant to Section 13.9, (ii) annual report on assessment of compliance with Servicing Criteria provided pursuant to Section 13.10 and (iii) registered public accounting firm attestation report provided pursuant to Section 13.11 and shall include a certification that each such annual report on assessment of compliance discloses any material instances of noncompliance described to the registered public accountants of such Reporting Servicer to enable such accountants to render the attestation provided for in Section 13.11. If any Serviced Companion Loan is deposited into a commercial mortgage securitization, and the applicable Reporting Servicer is provided with timely and complete contact information for the parties to the Other Securitization and the person signing the Other Securitization’s Xxxxxxxx-Xxxxx Certification, such Reporting Servicer shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to an Other Securitization a Performance Certification (which shall address the matters contained in the Performance Certification, but solely with respect to the related Serviced Companion Loan), upon which such certifying person, the entity for which the certifying person acts as an officer, and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use its commercially reasonable efforts to procure a Xxxxxxxx-Xxxxx back-up certification from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, Non-Serviced Mortgage Loan Certificate Administrator, Non-Serviced Mortgage Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to a Performance Certification or in the form specified in the Non-Serviced Mortgage Loan Pooling 386 and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Xxxxxxxx-Xxxxx back-up certification received by the Master Servicer.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification”) required to be included therewith pursuant to the Xxxxxxxx-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 Servicer and the Trustee Securities Administrator shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicerengaged by it to, 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1Q, 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 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to Person on behalf of 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 TrusteeTrust. In the event the Master Servicer, the Securities Administrator, the Trustee or any Reporting Servicer Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 11.08 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing agreement, as the case may be. The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, to deliver to the Master Servicer a certification similar to the Back-Up Certification within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-S1), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-S1), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-A1)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), exactly as set forth in the form Exhibit P-1 attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Reporting Servicer shall provide, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and each Reporting Servicer shall (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 (ia) 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 each 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 ) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause such each Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to provide) , to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by noon (New York City time) on March 10th (with no later than March 1 grace period) of each year subsequent to the fiscal year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1P-2, 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 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, the “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar Person on behalf of the Trust. Such officer of the Certifying Person can be contacted at the address identified 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 TrusteeSection 14.5. In the event If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification Performance Certification and a reliance certificate to the Certifying Person pursuant to this Section 10.06 13.6 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. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement (as applicable) provided pursuant to Section 13.9, (ii) annual report on assessment of compliance with Servicing Criteria provided pursuant to Section 13.10 and (iii) registered public accounting firm attestation report provided pursuant to Section 13.11 and shall include a certification that each such annual report on assessment of compliance discloses any material instances of noncompliance described to the registered public accountants of such Reporting Servicer to enable such accountants to render the attestation provided for in Section 13.11. If any Serviced Companion Loan is deposited into a commercial mortgage securitization, and the applicable Reporting Servicer is provided with timely and complete contact information for the parties to the Other Securitization and the person signing the Other Securitization’s Xxxxxxxx-Xxxxx Certification, such Reporting Servicer shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to an Other Securitization a Performance Certification (which shall address the matters contained in the Performance Certification, but solely with respect to the related Serviced Companion Loan), upon which such certifying person, the entity for which the certifying person acts as an officer, and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use its commercially reasonable efforts to procure a Xxxxxxxx-Xxxxx back-up certification from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, Non-Serviced Mortgage Loan Certificate Administrator, Non-Serviced Mortgage Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to a Performance Certification or in the form specified in the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Xxxxxxxx-Xxxxx back-up certification received by the Master Servicer.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification, required to be included therewith pursuant to the Xxxxxxxx-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 Servicer and the Trustee Securities Administrator shall provide (provide, and (i) with respect to each such party shall cause 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 engaged by it 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 (with a ten-calendar day cure period), (or by such other date and cure period specified in the applicable Servicing Agreement), of each year immediately following in which the year as Trust is subject to which such Form 10-K relates orthe reporting requirements of the Exchange Act and otherwise within a reasonable period of time upon request, a certification, if March 1 is not a Business Day, on the immediately following Business Day, a certification applicable in the form attached to this provided by the related Servicing Agreement as Exhibit Y-1(each, Exhibit Y-2a “Back-Up Certification”), Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-Xxxxx backmail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 000-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 Trustee000-0000. In the event any Reporting Servicer 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 Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 3.18 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary 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.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2006-3), Pooling and Servicing Agreement (Thornburg 2006-2)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). The Certificate AdministratorNo later than March 15 of each year in which a Form 10-K is required to be filed on behalf of the Trust Fund, beginning in 2007, the Master Servicer, Servicer (unless such Person is 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 Certifying Person) 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 provideshall, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), substantially in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 N-1 (in the case of a Subservicer) and Exhibit Y-8N-2 (in the case of the Trustee), as applicableunless such other form is mutually agreed upon, 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, a Responsible Officer of the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa8), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Aa4)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2008, 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 Servicer and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of unless such party that person is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providethe Certifying Person), and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer and each Reporting Subcontractor and the Trustee shall cause each Reporting Subcontractor to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 R-1 (in the case of a Subservicer or any Reporting Subcontractor of the Master Servicer or a Subservicer) and Exhibit Y-8, as applicableR-2 (in the case of the Trustee or any Reporting Subcontractor of the Trustee), 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-Al1), Pooling and Servicing Agreement (CHL Mortgage Pass-Through Trust 2007-Hy1)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the "Xxxxxxxx-Xxxxx Certification in Certification") required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission's staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2007, 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 Servicer and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of unless such party that person is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providethe Certifying Person), and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer and each Reporting Subcontractor and the Trustee shall cause each Reporting Subcontractor to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification "Performance Certification"), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 V-1 (in the case of a Subservicer) and Exhibit Y-8, as applicableV-2 (in the case of the Trustee), 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. With The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person's attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-9t1), Pooling and Servicing Agreement (Alternative Loan Trust 2006-9t1)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, Servicer and 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 Advisor 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 15 in the year immediately following the year as to which such Form 10-K relates or, if March 1 15 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, Y-3 and 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 Trust Loan serviced under an Outside the applicable Other Pooling and Servicing Agreement, the Certificate Administrator shall Master Servicer will use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, applicable certification from the related Outside Other Master Servicer, the related Outside Other Special Servicer, the related Outside Other Paying Agent and the related Outside Other 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 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.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc22), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc19)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, Servicer and 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 Advisor 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 15 in the year immediately following the year as to which such Form 10-K relates or, if March 1 15 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, Y-3 and 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 the Non-Serviced Mortgage Loan serviced under an Outside Servicing the Other Pooling Agreement, the Certificate Administrator shall Master Servicer will use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, procure a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, applicable Performance Certification from the related Outside Other Master Servicer, the related Outside Other Special Servicer, the related Outside Other Paying Agent and the related Outside Other 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 Section 10.06 10.05 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.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp), Pooling and Servicing Agreement (Gs Mortgage Securities Corp Ii)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Y required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorFor so long as the Trust is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Operating AdvisorTrustee, 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)Certificate Administrator, the Custodian and the Trustee Senior Trust Advisor shall provide (provide, and (i) with respect to any each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is a 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 Initial Sub-Servicer to provide, and (ii) with respect to any each other Servicing Function Participant of such party with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Senior Trust Advisor has entered into a servicing relationship with respect to the Mortgage Loans (other than any party to this Agreementand the Trust Companion Loans, if applicable), shall cause such Servicing Function Participant to provide) , to the Person who signs the Xxxxxxxx-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 Dayor before March 15 of each year commencing in March 2015, a certification in the form attached to this Agreement hereto as Exhibit Y-1Xxxxxxxx X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5X-0 or Z-6 (each, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8a “Performance Certification”), as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officerofficer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into or any Trust Companion Loan is removed from this trust and deposited into a commercial mortgage securitization (an “Other Securitization”) and the Reporting Servicer is provided with timely and complete contact information for the parties to the other securitizations, each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to such Other Securitization a certification in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With respect to each Outside any Non-Serviced Mortgage Loan serviced under an Outside Servicing AgreementCompanion Loan, the Certificate Administrator shall will use commercially its reasonable efforts to procure, and upon receipt deliver to the Certifying Person, procure a Xxxxxxxx-Xxxxx back-up certification similar from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the certifications referenced registered public accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeSection 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement 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 11.06 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. Each such Performance Certification shall be provided in XXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Notwithstanding anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06 shall be obligated to do so.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), as set forth in the form Exhibit T attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-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 Each Reporting Servicer shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providecause, and (ii) with respect to any other Servicing Function Participant, cause, each Servicing Function Participant of such party (other than any party to this Agreement)) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant to provide) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by March 1st (with a grace period through March 15th) no later than March 1 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8S-5 or S-6, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, X0000-000, Xxx Xxxx, Xxx Xxxx 00000-000, Attention: X.X. Xxxxxx, with a Xxxxxxxxcopy to: Xxxx X. Xxxxx, Esq., Xxxxx Fargo Law Department, D1053-300, 000 Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentenceXxxxxxx Xx., from the related Outside ServicerXxxxxxxxx, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeXxxxx Xxxxxxxx 00000. In the event If 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 Performance Certification to the Certifying Person pursuant to this Section 10.06 11.08 with respect to the period of time it was subject to this Agreement or the applicable subSub-servicing Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.08 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.11, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.12 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.13.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C6), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C6)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Y required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorFor so long as the Trust is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Operating AdvisorTrustee, 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)Certificate Administrator, the Custodian and the Trustee Senior Trust Advisor shall provide (provide, and (i) with respect to any each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is a 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 Initial Sub-Servicer to provide, and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Senior Trust Advisor has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to provide) , to the Person who signs the Xxxxxxxx-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 Dayor before March 15 of each year commencing in March 2014, a certification in the form attached to this Agreement hereto as Exhibit Y-1Xxxxxxxx X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5X-0 or Z-6 (each, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8a “Performance Certification”), as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officerofficer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”) and the Reporting Servicer is provided with timely and complete contact information for the parties to the other securitizations, each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to such Other Securitization a certification in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With respect to each Outside any Non-Serviced Mortgage Loan serviced under an Outside Servicing AgreementCompanion Loan, the Certificate Administrator shall will use commercially its reasonable efforts to procure, and upon receipt deliver to the Certifying Person, procure a Xxxxxxxx-Xxxxx back-up certification similar from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the certifications referenced registered public accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeSection 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement 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 11.06 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. Each such Performance Certification shall be provided in XXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Notwithstanding anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06 shall be obligated to do so.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C17)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X O required to be included therewith pursuant to the Xxxxxxxx-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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 a certification (in the year immediately following form attached hereto as Exhibit P) for the year benefit of the Depositor and its officers, directors and Affiliates (provided, however, the Trustee shall not undertake an analysis of the accountant’s report attached as an exhibit to which such the Form 10-K relates orK). The Master Servicer and the Special Servicer shall, if March 1 is not and the Master Servicer and the Special Servicer shall cause each Servicing Participant with which it has entered into a Business Dayservicing relationship with respect to the Mortgage Loans to, on provide to the immediately following Business Day, Certifying Person a certification in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 Q-1 and Exhibit Y-8Q-2, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officerofficer (if the Certifying Person is an individual), 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 AgreementIn addition, in the event that the Xxxxx Xxxxxx Village & Stuyvesant Town Future Pari Passu Companion Loan, if advanced, is deposited into a commercial mortgage securitization, the Certificate Administrator shall use commercially reasonable efforts to procureReporting Party shall, and upon receipt deliver 30 days prior written notice, provide to the Certifying Person, a Person who signs the Xxxxxxxx-Xxxxx back-up certification similar in form and substance Certification with respect to the certifications referenced other related securitization, a Performance Certification (which shall address the matters contained in the preceding sentencePerformance Certification, from but solely with respect to the related Outside ServicerPari Passu Companion Loan) on which such Person, the related Outside Special Servicerentity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. The senior officer in charge of the related Outside Paying Agent Depositor shall serve as the Certifying Person on behalf of the Trust Fund. In addition, each Reporting Party shall execute a reasonable reliance certificate to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 3.13(a), (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 3.13(b) and (iii) accountant’s report provided pursuant to Section 3.14, and shall include a certification that each such annual compliance statement or report discloses any material instances of non-compliance described to the related Outside Trusteeregistered public accountants of such Reporting Party to enable such accountants to render the certificates provided for in Section 3.14. In the event any Reporting Servicer Party 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 Party shall provide a certification to the Certifying Person pursuant to this Section 10.06 8.17(n) with respect to the period of time it was subject to this Agreement or the applicable subSub-servicing Servicing Agreement or primary servicing agreement, as the case may be. With respect to any notice required to be delivered by the Trustee to the Depositor pursuant to this Section 8.17, the Trustee may deliver such notice, notwithstanding any contrary provision in Section 11.05, via facsimile to (000) 000-0000, via email to xxxxxxx.xxxxxxxx@xxxxxxxx.xxx and xxxxx.xxxx@xxxxxxxx.xxx or via telephone by calling (000) 000-0000. With respect to any notice required to be delivered by the Trustee to the Special Servicer pursuant to this Section 8.17, the Trustee may deliver such notice, notwithstanding any contrary provision in Section 11.05, via facsimile to Xxxxx Xxxxxxx at (000) 000-0000, Xxxxxx Xxxxxx, Esq. at (000) 000-0000 and Xxxxxx Xxxxxxx at (000) 000-0000, via email to xxxxxxxx@xxxxxxxxxxx.xxx, xxxxxxx@xxxxxxxxxxx.xxx and xxxxxxxx@xxxxxxxxxxx.xxx or via telephone by calling (000) 000-0000.

Appears in 2 contracts

Samples: Intercreditor Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31), Distribution Instructions (Wachovia Bank Commercial Mortgage Trust Series 2007-C31)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), as set forth in the form Exhibit T attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Reporting Servicer shall provide, 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 Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providecause, and (ii) with respect to any other Servicing Function Participant of retained by such party party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement), shall cause such Servicing Function Participant Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to provide) , to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust that includes a Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) no later than March 1 of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year immediately following in which any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8S-5 or S-6, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. The Certifying Person at the Depositor can be contacted at SG Commercial Mortgage Securities, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentenceLLC at 000 Xxxx Xxxxxx, from the related Outside ServicerXxx Xxxx, the related Outside Special ServicerXxx Xxxx 00000, the related Outside Paying Agent and the related Outside TrusteeAttention: [_____]. In the event If 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 Performance Certification to the Certifying Person pursuant to this Section 10.06 11.09 with respect to the period of time it was subject to this Agreement or the applicable subSub-servicing Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a Xxxxxxxx-Xxxxx back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). The Certificate AdministratorNo later than March 15th of each year in which a Form 10-K is required to be filed on behalf of the Trust, beginning in 2007, the Depositor, the Master Servicer, Servicer (unless such Person is 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 Certifying Person) and the Indenture 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 provideshall, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer engaged by it to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), substantially in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 I-1 (in the case of the Master Servicer and any Subservicer) and Exhibit Y-8I-2 (in the case of the Indenture Trustee), as applicableunless another form is mutually agreed upon, 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, a Responsible Officer of the Master Servicer, the Indenture Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Master Servicer, the Indenture Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (First Horizon Asset Sec HELOC Notes Ser 2006-He2), Sale and Servicing Agreement (First Horizon Asset Sec HELOC Notes Ser 2007-He1)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification”) required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Servicer, the Master Servicer, the Special Modification Oversight Agent and the Trust Administrator shall provide, and each Servicer, the Operating AdvisorMaster Servicer, 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 Modification Oversight Agent and the Trustee Trust Administrator shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicerengaged by it to, 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1V, 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 upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates 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 The Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to Person on behalf of 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 TrusteeTrust. In the event the Master Servicer, the Trust Administrator or any Reporting Servicer Servicing Function Participant engaged by such party is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreementSubservicing Agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 13.09 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing agreementSubservicing Agreement, as the case may be. The Master Servicer shall enforce any obligation of the Designated Servicers, to the extent set forth in the related Designated Servicing Agreement, to deliver to the Master Servicer a certification similar to the Back-Up Certification as may be required pursuant to the related Designated Servicing Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-6), Pooling and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-6)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), exactly as set forth in the form Exhibit P-1 attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Reporting Servicer shall provide, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and each Reporting Servicer shall (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 (ia) 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 each 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 ) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause such each Servicing Function Participant (other than any party to this Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans to provide) , to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by noon (New York City time) on March 10th (with no later than March 1 grace period) of each year subsequent to the fiscal year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1P-2, 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 upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s 384 officers, directors and Affiliates (collectively with the Certifying Person, the “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar Person on behalf of the Trust. Such officer of the Certifying Person can be contacted at the address identified 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 TrusteeSection 14.5. In the event If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification Performance Certification and a reliance certificate to the Certifying Person pursuant to this Section 10.06 13.6 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. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement (as applicable) provided pursuant to Section 13.9, (ii) annual report on assessment of compliance with Servicing Criteria provided pursuant to Section 13.10 and (iii) registered public accounting firm attestation report provided pursuant to Section 13.11 and shall include a certification that each such annual report on assessment of compliance discloses any material instances of noncompliance described to the registered public accountants of such Reporting Servicer to enable such accountants to render the attestation provided for in Section 13.11. If any Serviced Companion Loan is deposited into a commercial mortgage securitization, and the applicable Reporting Servicer is provided with timely and complete contact information for the parties to the Other Securitization and the person signing the Other Securitization’s Xxxxxxxx-Xxxxx Certification, such Reporting Servicer shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to an Other Securitization a Performance Certification (which shall address the matters contained in the Performance Certification, but solely with respect to the related Serviced Companion Loan), upon which such certifying person, the entity for which the certifying person acts as an officer, and such entity’s officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer shall use its commercially reasonable efforts to procure a Xxxxxxxx-Xxxxx back-up certification from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, Non-Serviced Mortgage Loan Certificate Administrator, Non-Serviced Mortgage Loan Custodian and the Non-Serviced Mortgage Loan Trustee in form and substance similar to a Performance Certification or in the form specified in the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Xxxxxxxx-Xxxxx back-up certification received by the Master Servicer.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). The Certificate AdministratorNo later than March 15th of each year in which a Form 10-K is required to be filed on behalf of the Trust Fund, beginning in 2007, the Master Servicer, Servicer (unless such Person is 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 Certifying Person) 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 provideshall, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), substantially in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 N-1 (in the case of a Subservicer) and Exhibit Y-8N-2 (in the case of the Trustee), as applicableunless such other form is mutually agreed upon, 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, a Responsible Officer of the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.Trust Fund. 106

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Ar2), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Ar4)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorNo later than [date] of each year, the Master Servicerbeginning in [ ], 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 unless the Trustee 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 Agreementthe Certifying Person), shall cause such Servicing Function Participant to provide) provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), in the form attached to this Agreement hereto 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 applicableSchedule C, 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 senior officer of the Certificate Administrator Trustee in charge of the servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to sign the Certifying Person, a Xxxxxxxx-Xxxxx backCertification and shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Trustee nor the Depositor will 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-up certification similar in form and substance K with respect 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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in [month] of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor shall promptly notify the Trustee or the Depositor, as the case may be, such Reporting Servicer shall provide a certification applicable. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 2 contracts

Samples: Trust Agreement (GNMAG Asset Backed Securitizations, LLC), Trust Agreement (GNMAG Asset Backed Securitizations, LLC)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification”) required to be included therewith pursuant to the Xxxxxxxx-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 Servicer and the Trustee Securities Administrator shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicerengaged by it to, 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1Q, 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 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted by email at xxxxxxxxxxxx@xxxx.xxx or by facsimile at (000) 000-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 Trustee0000. In the event the Master Servicer, the Securities Administrator, the Trustee or any Reporting Servicer Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 11.08 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary 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. The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, to deliver to the Master Servicer a certification similar to the Back-Up Certification within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2007-A5), Pooling and Servicing Agreement (JPMMT 2007-A6)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification, (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15(d)-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder). The Certificate Administrator, the Master Each 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 Securities Administrator and the Trustee Master Servicer shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts engaged by it 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 J-1 (in the case of the Master Servicer) and Exhibit Y-8J-2 (in the case of the Securities Administrator), as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator The Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to Person on behalf of 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 TrusteeTrust. In the event that prior to the filing date of the Form 10-K in March of each year, the Securities Administrator or the Master Servicer has actual knowledge of information material to the Xxxxxxxx-Xxxxx Certification, the Securities Administrator or the Master Servicer, as the case may be, shall promptly notify the Depositor. The respective parties hereto agree to cooperate with all reasonable requests made by any Reporting Servicer 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 Fund. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 13.06 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing agreement, as the case may be. The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer a certification similar to the Back-Up Certification within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement.

Appears in 2 contracts

Samples: Servicing Agreement (GSAA Home Equity Trust 2007-4), Servicing and Trust Agreement (GSAA Home Equity Trust 2007-7)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification”) required to be included therewith pursuant to the Xxxxxxxx-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 Servicer and the Trustee Securities Administrator shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicerengaged by it to, 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1H, 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 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator The Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to Person on behalf of 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 TrusteeTrust. In the event any Reporting Servicer 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 Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 12.08 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing agreement, as the case may be. The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement to deliver to the Master Servicer a certification similar to the Back-Up Certification within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Jpmac 2006-Cw2), Pooling and Servicing Agreement (Jpmac 2006-Cw2)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, Securities Administrator and the Master ServicerServicer shall provide, 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 each such party shall provide (and (i) with respect to cause 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 engaged by it 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by March 10 (with a 5 calendar day cure period) no later than March 1 of each year in which the year immediately following Trust Fund is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1M, 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 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-Xxxxx backmail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 000-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 Trustee000-0000. In the event any Reporting Servicer 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 or primary servicing subservicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 3.18 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing subservicing 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 the Servicing Agreement or Custodial Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Dsla Mortgage Loan Trust 2006-Ar1), Pooling and Servicing Agreement (Dsla Mortgage Loan Trust 2006-Ar1)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), as set forth in the form Exhibit T attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-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 Each Reporting Servicer shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providecause, and (ii) with respect to any other Servicing Function Participant of retained by such party party, cause, each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant to provide) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust that includes a Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) no later than March 1 of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year immediately following in which any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8S-5 or S-6, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. The Certifying Person at the Depositor can be contacted at RBS Commercial Funding, Inc. at 000 Xxxxxxxxxx Xxxx. Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: Xxx Xxxxxxx, with a Xxxxxxxx-Xxxxx back-up certification similar in form and substance copy to the certifications referenced in the preceding sentenceXxxxxx Xxxxxx, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeEsq. In the event If 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 Performance Certification to the Certifying Person pursuant to this Section 10.06 11.09 with respect to the period of time it was subject to this Agreement or the applicable subSub-servicing Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a Xxxxxxxx-Xxxxx back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), as set forth in the form Exhibit T attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Reporting Servicer shall provide, 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 Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providecause, and (ii) with respect to any other Servicing Function Participant of retained by such party party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant to provide) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust that includes the Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) no later than March 1 of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year immediately following in which any Other Securitization that includes the year as Serviced Pari Passu Companion Loan is subject to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Dayreporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8S-5 or S-6, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 375 Park Avenue, 2nd Floor, X0000-000, Xxx Xxxx, Xxx Xxxx 00000, Attention: X.X. Xxxxxx, with a Xxxxxxxxcopy to: Xxxx X. Xxxxx, Esq., Xxxxx Fargo Law Department, D1053-300, 000 Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentenceXxxxxxx Xx., from the related Outside ServicerXxxxxxxxx, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeXxxxx Xxxxxxxx 00000. In the event If 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 Performance Certification to the Certifying Person pursuant to this Section 10.06 11.09 with respect to the period of time it was subject to this Agreement or the applicable subSub-servicing Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a Xxxxxxxx-Xxxxx back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24)

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Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification”) required to be included therewith pursuant to the Xxxxxxxx-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 Servicer and the Trustee Securities Administrator shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicerengaged by it to, 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1Q, 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 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The duly authorized officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to Person on behalf of 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 TrusteeTrust. In the event the Master Servicer, the Securities Administrator, the Trustee or any Reporting Servicer Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 11.08 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing agreement, as the case may be. The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, to deliver to the Master Servicer a certification similar to the Back-Up Certification within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-A2), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-A1)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), as set forth in the form Exhibit T attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-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 Each Reporting Servicer shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providecause, and (ii) with respect to any other Servicing Function Participant of retained by such party party, cause, each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant to provide) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by March 1st (with a grace period through March 15th) no later than March 1 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8S-5 or S-6, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. The Certifying Person at the Depositor can be contacted at RBS Commercial Funding, Inc. at 000 Xxxxxxxxxx Xxxx., Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: Xxx Xxxxxxx, with a copy to Xxxxx Xxxxxxxx-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 TrusteeEsq. In the event If 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 Performance Certification to the Certifying Person pursuant to this Section 10.06 11.09 with respect to the period of time it was subject to this Agreement or the applicable subSub-servicing Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, Servicer and 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 Advisor 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 15 in the any given year immediately following the year as to which such Form 10-K relates or, if March 1 15 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, Y-3 and 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 Non-Serviced Mortgage Trust Loan serviced under an Outside the Other Pooling and Servicing Agreement, the Certificate Administrator shall Master Servicer will use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, procure a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, applicable certification from the related Outside Other Master Servicer, the related Outside Other Special Servicer, the related Outside Other Paying Agent and the related Outside Other 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 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.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj9), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj9)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X K required to be included therewith pursuant to the Xxxxxxxx-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 any Additional Servicer and the Trustee shall provide (shall, and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-the Master Servicer, the Special Servicer and the Trustee shall use commercially reasonable efforts (including enforcement as such term is described in Section 3.22(c)) to cause such each Servicing Function Participant to provide, and (ii) with which it has entered into a servicing relationship with respect to any other Servicing Function Participant of such party (other than any party to this Agreement)the Mortgage Loans to, shall cause such Servicing Function Participant to provide) provide to the Person who signs the Xxxxxxxx-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 hereto 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 applicableL, on which the Certifying Person, the entity for which the Certifying Person acts as an officerofficer (if the Certifying Person is an individual), 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 senior officer in charge of the Certificate Administrator securitization for the Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person. In addition, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Master Servicer, the related Outside Special Servicer, any Additional Servicer, the related Outside Paying Agent Trustee and any Servicing Function Participant shall execute a reasonable reliance certificate to enable the related Outside TrusteeCertification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of the Master Servicer, the Special Servicer, any Additional Servicer, the Trustee or any Servicing Function Participant to enable such accountants to render the attestation reports provided for in Section 11.11. In the event the Master Servicer, the Special Servicer, any Reporting Servicer Additional Servicer, the Trustee or any Servicing Function Participant is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification to the Certifying Person pursuant to this Section 10.06 11.06 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.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.), Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification, (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15(d)-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder). The Certificate Administrator, the Master Each 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 Securities Administrator and the Trustee Master Servicer shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts engaged by it 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 J-1 (in the case of the Master Servicer) and Exhibit Y-8J-2 (in the case of the Securities Administrator), as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator The Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to Person on behalf of 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 TrusteeTrust. In the event that prior to the filing date of the Form 10-K in March of each year, the Securities Administrator or the Master Servicer has actual knowledge of information material to the Xxxxxxxx-Xxxxx Certification, the Securities Administrator or the Master Servicer, as the case may be, shall promptly notify the Depositor. The respective parties hereto agree to cooperate with all reasonable requests made by any Reporting Servicer 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 Fund. In the event the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 13.06 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing agreement, as the case may be. 130 The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer a certification similar to the Back-Up Certification within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement.

Appears in 2 contracts

Samples: Servicing and Trust Agreement (GSAA Home Equity Trust 2007-7), Servicing and Trust Agreement (GSAA Home Equity Trust 2007-7)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). The Certificate AdministratorNo later than March 15 of each year in which a Form 10-K is required to be filed on behalf of the Trust Fund, beginning in 2008, the Master Servicer, Servicer (unless such Person is 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 Certifying Person) 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 provideshall, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), substantially in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 N-1 (in the case of a Subservicer) and Exhibit Y-8N-2 (in the case of the Trustee), as applicableunless such other form is mutually agreed upon, 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, a Responsible Officer of the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Fa3), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Fa5)

Xxxxxxxx-Xxxxx Certification. (a) Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach of the Subservicer, 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 Servicer and the Trustee Trust Administrator shall provide (provide, and (i) with respect to each such party shall cause 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 engaged by it 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 (with a ten-calendar day cure period) of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1Q, 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 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-Xxxxx backmail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 000-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 Trustee000-0000. In the event any Reporting Servicer 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 Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 with respect 8.14 notwithstanding any such termination or resignation. Notwithstanding the foregoing, (i) the Master Servicer and the Trust Administrator shall not be required to deliver a Back-Up Certification to each other if both are the period of time 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 was subject does not receive any Back-Up Certification required to be furnished to it pursuant to this Agreement section. In addition, if at any time FSC, or any successor thereto, is directly servicing any of the applicable sub-servicing Mortgage Loans, then FSC, or primary servicing agreement, as such successor also shall be obligated to comply with the case may beprovisions of this Section 8.14.

Appears in 2 contracts

Samples: Transfer and Servicing Agreement (Fieldstone Mortgage Investment Trust, Series 2006-2), Transfer and Servicing Agreement (Fieldstone Mortgage Investment CORP)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Y required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Trustee[, 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 Servicer and the Trustee shall provide (Trust Advisor shall, and (i) with respect to any Servicing Function Participant of each such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such each Servicing Function Participant to providehired by it, 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) provide to the Person who signs the Xxxxxxxx-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-1X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 X-0 and Exhibit Y-8Z-5, as applicableapplicable (the “Performance Certification”), 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 In addition, in the event that any Non-Trust Mortgage Interest is deposited into a commercial mortgage securitization (an “Other Securitization”), each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator Reporting Servicer shall use commercially reasonable efforts to procure, and upon receipt deliver provide to the Certifying Person, a Person who signs the Xxxxxxxx-Xxxxx back-up certification similar with respect to an Other Securitization a certification (which shall address the matters contained in form and substance the Xxxxxxxx-Xxxxx Certification, but solely with respect to the certifications referenced in the preceding sentence, from the related Outside ServicerNon-Trust Mortgage Interest) on which such Person, the related Outside Special Servicerentity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. The senior officer in charge of securitization for the related Outside Paying Agent Depositor shall serve as the Certifying Person on behalf of the Trust and the related Outside Trusteemay be contacted at RBS Commercial Funding Inc., 000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: [______], with a copy to [______]. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement 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.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (RBS Commercial Funding Inc.), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2008, 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 Servicer and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of unless such party that person is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providethe Certifying Person), and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer and each Reporting Subcontractor and the Trustee shall cause each Reporting Subcontractor to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 V-1 (in the case of a Subservicer or any Reporting Subcontractor of the master Servicer or a Subservicer) and Exhibit Y-8, as applicableV-2 (in the case of the Trustee or any Reporting Subcontractor of the Trustee), 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-Oa10), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Oa10)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification”) required to be included therewith pursuant to the Xxxxxxxx-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 Servicer and the Trustee Securities Administrator shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicerengaged by it to, 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1Q, 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 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to Person on behalf of the certifications referenced in Trust. Such officer of the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeCertifying Person can be contacted by email at xxxxxxxxxxxx@xxxx.xxx or by facsimile at (866) 831 – 7910. In the event the Master Servicer, the Securities Administrator, the Trustee or any Reporting Servicer Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 11.08 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary 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. The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, to deliver to the Master Servicer a certification similar to the Back-Up Certification within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Bond Securitization LLC), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-A5)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), as set forth in the form Exhibit V attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-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 Each Reporting Servicer shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providecause, and (ii) with respect to any other Servicing Function Participant, cause, each Servicing Function Participant of such party (other than any party to this Agreement)) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant to provide) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by March 1st (with a grace period through March 15th) no later than March 1 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8S-5 or S-6, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. The Certifying Person at the Depositor can be contacted at c/o Wells Fargo Securities, LLC, 000 Xxxx Xxxxxx, 0xx Xxxxx, X0000-000, Xxx Xxxx, New York 10152-023, Attention: XX Xxxxxx, with a Xxxxxxxxcopy to: Xxxx X. Xxxxx, Esq., Xxxxx Fargo Law Department, D1053-300, 000 Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentenceXxxxxxx Xx., from the related Outside ServicerXxxxxxxxx, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeXxxxx Xxxxxxxx 00000. In the event If 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 Performance Certification to the Certifying Person pursuant to this Section 10.06 11.08 with respect to the period of time it was subject to this Agreement or the applicable subSub-servicing Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.08 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.11, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.12 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.13.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2011-C5), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2011-C5)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification”) required to be included therewith pursuant to the Xxxxxxxx-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 Servicer and the Trustee Securities Administrator shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicerengaged by it to, 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1P, 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 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted by email at xxxxxxxxxxxxx@xxxxxx.xxx or by facsimile at (000) 000-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 Trustee0000. In the event the Master Servicer, the Securities Administrator, the Trustee or any Reporting Servicer Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 11.08 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary 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. The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, to deliver to the Master Servicer a certification similar to the Back-Up Certification within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J P Morgan Acceptance Corp I), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-A7)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2007, the Master Servicer, Servicer and the Special Servicer, Indenture Trustee shall (unless such person is 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 SummaryCertifying Person), 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), Master Servicer shall cause such Servicing Function Participant to provide) each related Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 K-1 (in the case of any Subservicer) and Exhibit Y-8, as applicableK-2 (in the case of the Indenture Trustee), 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Estate. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Estate. In the event any Reporting Servicer 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 the Depositor has actual knowledge of information material to the Xxxxxxxx-Xxxxx Certification, the Indenture Trustee or any applicable Sub-Servicing Agreement or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Estate.

Appears in 2 contracts

Samples: Sale and Servicing Agreement (GSC Capital Corp. Mortgage Trust 2006-1), Sale and Servicing Agreement (GSC Capital Corp. Mortgage Trust 2006-2)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), as set forth in the form Exhibit T attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Reporting Servicer shall provide, 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 Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providecause, and (ii) with respect to any other Servicing Function Participant of retained by such party party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant to provide) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by March 1st (with a grace period through March 15th) no later than March 1 of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year immediately following in which any Other Securitization is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8S-5 or S-6, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. The Certifying Person at the Depositor can be contacted at RBS Commercial Funding, Inc. at 000 Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 06901, Attention: Xxx Xxxxxxx, with a Xxxxxxxx-Xxxxx back-up certification similar in form and substance copy 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 TrusteeRBS Legal Department. In the event If 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 Performance Certification to the Certifying Person pursuant to this Section 10.06 11.09 with respect to the period of time it was subject to this Agreement or the applicable subSub-servicing Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a Xxxxxxxx-Xxxxx back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Y required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorFor so long as the Trust is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Operating AdvisorTrustee, 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)Certificate Administrator, the Custodian and the Trustee Senior Trust Advisor shall provide (provide, and (i) with respect to any each Initial Sub-Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is a 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 Initial Sub-Servicer to provide, and (ii) with respect to any each other Servicing Function Participant of such party (other than any party with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Senior Trust Advisor has entered into a servicing relationship with respect to this Agreement)the Mortgage Loans, shall cause such Servicing Function Participant to provide) , to the Person who signs the Xxxxxxxx-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 Dayor before March 15 of each year commencing in March 2013, a certification in the form attached to this Agreement hereto as Exhibit Y-1Xxxxxxxx X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5X-0 or Z-6 (each, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8a “Performance Certification”), as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officerofficer (if the Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In addition, in the event that any Companion Loan (other than a Non-Serviced Companion Loan) is deposited into a commercial mortgage securitization (an “Other Securitization”), each Reporting Servicer, upon not less than 30 days prior written request, shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to such Other Securitization a certification in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely. With respect to each Outside any Non-Serviced Mortgage Loan serviced under an Outside Servicing AgreementCompanion Loan, the Certificate Administrator shall will use commercially its reasonable efforts to procure, and upon receipt deliver to the Certifying Person, procure a Xxxxxxxx-Xxxxx back-up certification similar from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the certifications referenced registered public accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeSection 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement 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 11.06 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. Each such Performance Certification shall be provided in XXXXX-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Notwithstanding anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06 shall be obligated to do so.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Lc9)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). The Certificate AdministratorNo later than March 15 of 104 each year in which a Form 10-K is required to be filed on behalf of the Trust Fund, beginning in 2007, the Master Servicer, Servicer (unless such Person is 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 Certifying Person) 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 provideshall, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), substantially in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 N-1 (in the case of a Subservicer) and Exhibit Y-8N-2 (in the case of the Trustee), as applicableunless such other form is mutually agreed upon, 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, a Responsible Officer of the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Horizon Asset Securities Inc)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the "Xxxxxxxx-Xxxxx Certification in Certification") required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission's staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2008, 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 Servicer and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of unless such party that person is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providethe Certifying Person), and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer and each Reporting Subcontractor and the Trustee shall cause each Reporting Subcontractor to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification "Performance Certification"), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 V-1 (in the case of a Subservicer or any Reporting Subcontractor of the Master Servicer or a Subservicer) and Exhibit Y-8, as applicableV-2 (in the case of the Trustee or any Reporting Subcontractor of the Trustee), 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. With The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person's attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Cwalt Inc)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). The Certificate AdministratorNo later than March 15 of each year in which a Form 10-K is required to be filed on behalf of the Trust Fund, beginning in 2008, the Master Servicer, Servicer (unless such Person is 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 Certifying Person) 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 provideshall, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance 121 Certification”), substantially in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 N-1 (in the case of a Subservicer) and Exhibit Y-8N-2 (in the case of the Trustee), as applicableunless such other form is mutually agreed upon, 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, a Responsible Officer of the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Fa4)

Xxxxxxxx-Xxxxx Certification. 103 Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2007, the Master Servicer, Servicer (unless such Person is 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 Certifying Person) 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 provideshall, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), substantially in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 N-1 (in the case of a Subservicer) and Exhibit Y-8N-2 (in the case of the Trustee), as applicableunless such other form is mutually agreed upon, 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, a Responsible Officer of the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa5)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification, required to be included therewith pursuant to the Xxxxxxxx-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 Servicer and the Trustee Securities Administrator shall provide (provide, and (i) with respect to each such party shall cause 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 engaged by it 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 (with a ten-calendar day cure period), (or by such other date and cure period specified in the applicable Servicing Agreement), of each year immediately following in which the year as Trust is subject to which such Form 10-K relates orthe reporting requirements of the Exchange Act and otherwise within a reasonable period of time upon request, a certification, if March 1 is not a Business Day, on the immediately following Business Day, a certification applicable in the form attached to this provided by the related Servicing Agreement as Exhibit Y-1(each, Exhibit Y-2a “Back-Up Certification”), Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on 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; provided, that such Back-Up Certification may not be filed as an exhibit to, or included in, any filing with the Commission. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-Xxxxx backmail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 000-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 Trustee000-0000. In the event any Reporting Servicer 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 Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 3.18 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Zuni 2006-Oa1)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). The Certificate AdministratorNo later than March 15 of each year in which a Form 10-K is required to be filed on behalf of the Trust Fund, beginning in 2007, the Master Servicer, Servicer (unless such Person is 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 Certifying Person) 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 provideshall, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), substantially in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 N-1 (in the case of a Subservicer) and Exhibit Y-8N-2 (in the case of the Trustee), as applicableunless such other form is mutually agreed upon, 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, a Responsible Officer of the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.Trust Fund. 110

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa4)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2008, 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 Servicer and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of unless such party that person is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providethe Certifying Person), and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer and each Reporting Subcontractor and the Trustee shall cause each Reporting Subcontractor to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 X-1 (in the case of a Subservicer or any Reporting Subcontractor of the Master Servicer or a Subservicer) and Exhibit Y-8, as applicableX-2 (in the case of the Trustee or any Reporting Subcontractor of the Trustee), 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2007-6)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the "Xxxxxxxx-Xxxxx Certification Certification"), exactly as set forth in the form Exhibit CC attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Reporting Servicer shall, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and each Reporting Servicer shall (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 (ia) 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 each 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 ) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause such each Servicing Function Participant (other than any party to providethis Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for (the "Certifying Person"), by noon (New York City time) on March 7th of each year subsequent to the fiscal year in which the Trust or any Other Securitization Trust (is subject to the “Certifying Person”) no later than March 1 in reporting requirements of the year immediately following the year as to which such Form 10-K relates or, if March 1 is not Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a "Performance Certification"), in the form attached to this Agreement hereto as Exhibit Y-1CC-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 upon 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted at Xxxxxx Xxxxxxx Capital I Inc., 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Friend, with a Xxxxxxxx-Xxxxx back-up certification similar in form and substance copy to the certifications referenced in the preceding sentenceXxxxxxxx Xxxxx, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeEsq. In the event If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification Performance Certification and a reliance certificate to the Certifying Person pursuant to this Section 10.06 13.8 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. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 13.11, (ii) annual report on assessment of compliance with Servicing Criteria provided pursuant to Section 13.12 and (iii) registered public accounting firm attestation report provided pursuant to Section 13.13 and shall include a certification that each such annual report on assessment of compliance discloses any material instances of noncompliance described to the registered public accountants of such Reporting Servicer to enable such accountants to render the attestation provided for in Section 13.13. If any Serviced Companion Mortgage Loan is deposited into a commercial mortgage securitization, each Reporting Servicer shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to an Other Securitization a Performance Certification (which shall address the matters contained in the Performance Certification, but solely with respect to the related Serviced Companion Mortgage Loan), upon which such certifying person, the entity for which the certifying person acts as an officer, and such entity's officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer will use its reasonable efforts to procure a Xxxxxxxx-Xxxxx back-up certification from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, Non-Servicer Mortgage Loan Paying Agent and the Non-Serviced Mortgage Loan Trustee in form and substance similar to a Performance Certification.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2006-Top21)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification”) required to be included therewith pursuant to the Xxxxxxxx-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 Servicer and the Indenture Trustee shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicerengaged by it to, 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto 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 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted by email at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at (000) 000-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 Trustee0000. In the event the Master Servicer, the Indenture Trustee or any Reporting Servicer Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 11.08 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing agreement, as the case may be. Notwithstanding the foregoing, (i) the Master Servicer and the Indenture Trustee 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. The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, to deliver to the Master Servicer a certification similar to the Back-Up Certification within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Bond Securitization LLC)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the "Xxxxxxxx-Xxxxx Certification in Certification") required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission's staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2007, 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 Servicer and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of unless such party that person is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providethe Certifying Person), and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer and each Reporting Subcontractor and the Trustee shall cause each Reporting Subcontractor to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification "Performance Certification"), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 U-1 (in the case of a Subservicer or any Reporting Subcontractor of the Master Servicer or a Subservicer) and Exhibit Y-8, as applicableU-2 (in the case of the Trustee or any Reporting Subcontractor the Trustee), 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. With The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person's attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-33cb)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the "Xxxxxxxx-Xxxxx Certification in Certification") required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission's staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2007, 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 Servicer and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of unless such party that person is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providethe Certifying Person), and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer and each Reporting Subcontractor and the Trustee shall cause each Reporting Subcontractor to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification "Performance Certification"), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 V-1 (in the case of a Subservicer or any Reporting Subcontractor of the Master Servicer or a Subservicer) and Exhibit Y-8, as applicableV-2 (in the case of the Trustee or any Reporting Subcontractor of the Trustee), 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. With The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person's attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-27cb)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, Securities Administrator and the Master ServicerServicer shall provide, 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 each such party shall provide (and (i) with respect to cause 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 engaged by it 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by March 10 (with a 5 calendar day cure period) no later than March 1 of each year in which the year immediately following Trust Fund is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification in the form attached to this Agreement as Exhibit Y-1(each, 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 a “Back-Up Certification”) 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, A senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-Xxxxx backmail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 000-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 Trustee000-0000. In the event any Reporting Servicer 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 or primary servicing subservicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 3.18 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing subservicing 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 the Servicing Agreement or custodial Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Harborview 2006-Bu1)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorNo later than [date] of each year, beginning in [ ], the Master Servicer, Securities Administrator shall (unless the Special Servicer, Securities Administrator is 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 SummaryCertifying Person), 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 Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), in the form attached to this Agreement hereto 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 applicableSchedule D, 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 senior officer of the Certificate Securities Administrator in charge of the servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to sign the Certifying Person, a Xxxxxxxx-Xxxxx backCertification and shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Securities 107 Administrator nor the Depositor will 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-up certification similar in form and substance K with respect 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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in [month] of each year, the Securities Administrator or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Securities Administrator or primary servicing agreementthe Depositor shall promptly notify the Securities Administrator or the Depositor, as the case may be, such Reporting Servicer shall provide a certification applicable. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 1 contract

Samples: Deposit Trust Agreement (Commerce Street Pantheon Mortgage Asset Securitizations LLC)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the "Xxxxxxxx-Xxxxx Certification Certification"), exactly as set forth in the form Exhibit M-1 attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-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 Each Reporting Servicer shall provide (and each Reporting Servicer shall (ia) 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 each Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party or signatory to this Agreement or Nationwide as the primary servicer under the Nationwide Primary Servicing Agreement), shall ) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause such each Servicing Function Participant (other than any party or signatory to providethis Agreement or Nationwide as the primary servicer under the Nationwide Primary Servicing Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to), provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for (the "Certifying Person"), by noon (New York City time) on March 7th of each year subsequent to the fiscal year in which the Trust or any Other Securitization Trust (is subject to the “Certifying Person”) no later than March 1 in reporting requirements of the year immediately following the year as to which such Form 10-K relates or, if March 1 is not Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a "Performance Certification"), in the form attached to this Agreement hereto as Exhibit Y-1M-2, 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 upon 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted at Bear Xxxxxxx Commercial Mortgage Securities Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: J. Xxxxxxxxxxx Xxxxxxx (with a Xxxxxxxx-Xxxxx back-up certification similar in form and substance copy to the certifications referenced in the preceding sentenceXxxxxx Xxxxxxxxx, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside TrusteeEsq.). In the event If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification Performance Certification and a reliance certificate 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.to

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), as set forth in the form Exhibit T attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-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 Each Reporting Servicer shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providecause, and (ii) with respect to any other Servicing Function Participant of retained by such party party, cause, each Servicing Function Participant (other than (x) any party to this Agreement)Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to, shall cause such Servicing Function Participant to provide) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust that includes a Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) no later than March 1 of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year immediately following in which any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8S-5 or S-6, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. The Certifying Person at the Depositor can be contacted at RBS Commercial Funding, Inc. at 000 Xxxxxxxxxx Xxxx. Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: Xxx Xxxxxxx, with a Xxxxxxxx-Xxxxx back-up certification similar in form and substance copy 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 TrusteeRBS Legal Department. In the event If 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 Performance Certification to the Certifying Person pursuant to this Section 10.06 11.09 with respect to the period of time it was subject to this Agreement or the applicable subSub-servicing Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a Xxxxxxxx-Xxxxx back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C17)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the "Xxxxxxxx-Xxxxx Certification Certification"), exactly as set forth in the form Exhibit CC attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Reporting Servicer shall, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and each Reporting Servicer shall (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 (ia) 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 each 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 ) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause such each Servicing Function Participant (other than any party to providethis Agreement) with which it has entered into a 304 servicing relationship after the Closing Date with respect to the Mortgage Loans, to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for (the "Certifying Person"), by noon (New York City time) on March 15th (with no grace period) of each year subsequent to the fiscal year in which the Trust or any Other Securitization Trust (is subject to the “Certifying Person”) no later than March 1 in reporting requirements of the year immediately following the year as to which such Form 10-K relates or, if March 1 is not Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a "Performance Certification"), in the form attached to this Agreement hereto as Exhibit Y-1CC-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 upon 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar Person on behalf of the Trust. Such officer of the Certifying Person can be contacted at the address identified 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 TrusteeSection 14.5. In the event If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification Performance Certification and a reliance certificate to the Certifying Person pursuant to this Section 10.06 13.6 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. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 13.9, (ii) annual report on assessment of compliance with Servicing Criteria provided pursuant to Section 13.10 and (iii) registered public accounting firm attestation report provided pursuant to Section 13.11 and shall include a certification that each such annual report on assessment of compliance discloses any material instances of noncompliance described to the registered public accountants of such Reporting Servicer to enable such accountants to render the attestation provided for in Section 13.11. If any Serviced Companion Mortgage Loan is deposited into an Other Securitization, and the applicable Reporting Servicer is provided with contact information therefor, such Reporting Servicer shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to an Other Securitization a Performance Certification (which shall address the matters contained in the Performance Certification, but solely with respect to the related Serviced Companion Mortgage Loan), upon which such certifying person, the entity for which the certifying person acts as an officer, and such entity's officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer will use its reasonable efforts to procure a Xxxxxxxx-Xxxxx back-up certification from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, Non-Servicer Mortgage Loan Paying Agent and the Non-Serviced Mortgage Loan Trustee in form and substance similar to a Performance Certification or in the form specified in the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Paying Agent and the Depositor any such Xxxxxxxx-Xxxxx back-up certification received by the Master Servicer. Notwithstanding the foregoing, without limiting the requirements of the Exchange Act, nothing in this Section shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Services by third parties (other than a Sub-Servicer of Additional Servicer retained by it, except for Seller Sub-Servicers with respect to the Master Servicer or Special Servicer, as applicable), (ii) to certify 305 information other than to such Reporting Servicer's knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Hq12)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification”) required to be included therewith pursuant to the Xxxxxxxx-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 Servicer and the Trustee Securities Administrator shall provide (and (i) with respect to cause any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicerengaged by it to, 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) provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 15 of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1Q, 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 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, except in the event the Master Servicer, in good faith, is unable to come to an agreement with National City with respect to the provisions of the National City Purchase and Servicing Agreement that the Master Servicer reasonably believes would enable the Master Servicer to comply with the requirements of Regulation AB with respect to it's duties and obligations under this Agreement, in which case the Depositor shall serve as Certifying Person on behalf of the Trust. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreementthe Master Servicer, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to such officer of the Certifying Person, a XxxxxxxxPerson can be contacted by email at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at (000) 000-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 Trustee0000. In the event the Master Servicer, the Securities Administrator, the Trustee or any Reporting Servicer Servicing Function Participant engaged by parties is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 11.08 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary 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. The Master Servicer shall enforce any obligation of the Servicers, to the extent set forth in the related Purchase and Servicing Agreement or Servicing Agreement, as applicable, to deliver to the Master Servicer a certification similar to the Back-Up Certification within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Purchase and Servicing Agreement or Servicing Agreement, as applicable.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-S3)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, Securities Administrator and the Master ServicerServicer shall provide, 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 each such party shall provide (and (i) with respect to cause 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 engaged by it 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by March 10 (with a 5 calendar day cure period) no later than March 1 of each year in which the year immediately following Trust Fund is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification in the form attached to this Agreement as Exhibit Y-1(each, 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 a “Back-Up Certification”) 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, A senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-Xxxxx backmail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 000-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 Trustee000-0000. In the event any Reporting Servicer 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 or primary servicing subservicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 3.18 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing subservicing 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.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (HarborView 2006-13)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the "Xxxxxxxx-Xxxxx Certification in Certification") required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission's staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2007, the Master Servicer, Servicer and the Special Servicer, Securities Administrator shall (unless such person is 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 SummaryCertifying Person), 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), Master Servicer shall cause such Servicing Function Participant to provide) each Servicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification "Performance Certification"), in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 T-1 (in the case of the Master Servicer) and Exhibit Y-8, as applicableT-2 (in the case of the Securities Administrator), 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. With 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Securities Administrator or any applicable Subthe Master Servicer has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Securities Administrator or primary servicing agreementthe Master Servicer, as the case may be, such Reporting Servicer shall provide a certification promptly notify the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person's attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may beTrust Fund.

Appears in 1 contract

Samples: Servicing Agreement (GSAA Home Equity Trust 2006-3)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, Securities Administrator and the Master ServicerServicer shall provide, 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 each such party shall provide (and (i) with respect to cause 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 engaged by it 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”), by March 10 (with a 5 calendar day cure period) no later than March 1 of each year in which the year immediately following Trust Fund is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification in the form attached to this Agreement as Exhibit Y-1(each, 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 a “Back-Up Certification”) 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, A senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-Xxxxx backmail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 000-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 Trustee000-0000. In the event any Reporting Servicer 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 or primary servicing subservicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 3.18 with respect to the period of time it was subject to this Agreement or the any applicable sub-servicing or primary servicing subservicing 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 the Servicing Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Dsla 2006-Ar2)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification Certification”), as set forth in the form Exhibit T attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Reporting Servicer shall provide, 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 Designated Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to providecause, and (ii) with respect to any other Servicing Function Participant of retained by such party party, shall cause, each Servicing Function Participant (other than (x) any party to this Agreement), shall cause such Servicing Function Participant Agreement or (y) a Designated Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans to provide) , to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust that includes a Serviced Pari Passu Companion Loan (the “Certifying Person”), by March 1st (with a grace period through March 15th) no later than March 1 of each year in which the Trust is subject to the reporting requirements of the Exchange Act and of each year immediately following in which any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on reporting requirements of the immediately following Business DayExchange Act, a certification (each, a “Performance Certification”), in the form attached to this Agreement hereto as Exhibit Y-1X-0, Exhibit Y-2X-0, Exhibit Y-3X-0, Exhibit Y-4X-0, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8S-5 or S-6, as applicable, on 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying PersonPerson on behalf of the Trust. The Certifying Person at the Depositor can be contacted at RBS Commercial Funding, Inc. at 000 Xxxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000, Attention: Xxx Xxxxxxx, with a Xxxxxxxx-Xxxxx back-up certification similar in form and substance copy 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 TrusteeRBS Legal Department. In the event If 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 Performance Certification to the Certifying Person pursuant to this Section 10.06 11.09 with respect to the period of time it was subject to this Agreement or the applicable subSub-servicing Servicing Agreement or primary servicing agreement, as the case may be. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it. Notwithstanding the foregoing, nothing in this Section 11.09 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Designated Sub-Servicer or a Sub-Servicer appointed pursuant to Section 3.22), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting 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 such Reporting Servicer have been completed except as they have been left blank on their face. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.12, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 11.13 and (iii) registered public accounting firm attestation report provided pursuant to Section 11.14. With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced under a Non-Trust Pooling and Servicing Agreement, the Certificate Administrator shall use reasonable efforts to obtain, and upon receipt deliver to the Depositor, a Xxxxxxxx-Xxxxx back-up certification from the Non-Trust Master Servicer, the Non-Trust Special Servicer, the Non-Trust Trustee and the Non-Trust Paying Agent or Non-Trust Certificate Administrator in form and substance similar to a Performance Certification or such other form as is provided in the applicable Non-Trust Pooling and Servicing Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C19)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the “Xxxxxxxx-Xxxxx Certification in Certification”) required by Rules 13a-14(d) and 15d-14(d) under the form attached to this Agreement as Exhibit X required to be included therewith Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx ActAct of 2002 and the rules and regulations of the SEC promulgated thereunder (including any interpretations thereof by the SEC’s staff)). The Certificate AdministratorNo later than March 15 of each year, beginning in 2007, the Master Servicer, Servicer (unless such Person is 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 Certifying Person) 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 provideshall, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), the Master Servicer shall cause such Servicing Function Participant to provide) each Subservicer to, provide to the Person who signs the Xxxxxxxx-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 Daycertification (each, a certification “Performance Certification”), substantially in the form attached to this Agreement hereto as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 N-1 (in the case of a Subservicer) and Exhibit Y-8N-2 (in the case of the Trustee), as applicableunless such other form is mutually agreed upon, 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 The senior officer in charge of the servicing function of the Master Servicer shall serve as the Certifying Person on behalf of the Trust Fund. Neither the Master Servicer nor the Depositor will 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 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 Xxxxxxxx-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 TrusteeTrust Fund. In the event any Reporting Servicer is terminated or resigns pursuant that prior to the terms filing date of this Agreementthe Form 10-K in March of each year, the Trustee or any applicable Subthe Depositor has actual knowledge of information material to the Xxxxxxxx-Servicing Agreement Xxxxx Certification, the Trustee or primary servicing agreementthe Depositor, as the case may be, such Reporting shall promptly notify the Master Servicer shall provide a certification and the Depositor. The respective parties hereto agree to the cooperate with all reasonable requests made by any Certifying Person pursuant or Certification Party in connection with such Person’s attempt to this Section 10.06 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 period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may be.Trust Fund. 104

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Ar1)

Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a certification (the "Xxxxxxxx-Xxxxx Certification Certification"), exactly as set forth in the form Exhibit CC attached to this Agreement as Exhibit X hereto, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach Reporting Servicer shall, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and each Reporting Servicer shall (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 (ia) 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 each 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 ) with which it has entered into a servicing relationship on or prior to the Closing Date with respect to the Mortgage Loans and (b) cause such each Servicing Function Participant (other than any party to providethis Agreement) with which it has entered into a servicing relationship after the Closing Date with respect to the Mortgage Loans, to, provide to the Person who signs the Xxxxxxxx-Xxxxx Certification for (the "Certifying Person"), by noon (New York City time) on March 15th (with no grace period) of each year subsequent to the fiscal year in which the Trust or any Other Securitization Trust (is subject to the “Certifying Person”) no later than March 1 in reporting requirements of the year immediately following the year as to which such Form 10-K relates or, if March 1 is not Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a "Performance Certification"), in the form attached to this Agreement hereto as Exhibit Y-1CC-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 upon 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer in charge of securitization of the Certificate Administrator Depositor shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar Person on behalf of the Trust. Such officer of the Certifying Person can be contacted at the address identified 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 TrusteeSection 14.5. In the event If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Subsub-Servicing Agreement servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification Performance Certification and a reliance certificate to the Certifying Person pursuant to this Section 10.06 13.6 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. Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 13.9, (ii) annual report on assessment of compliance with Servicing Criteria provided pursuant to Section 13.10 and (iii) registered public accounting firm attestation report provided pursuant to Section 13.11 and shall include a certification that each such annual report on assessment of compliance discloses any material instances of noncompliance described to the registered public accountants of such Reporting Servicer to enable such accountants to render the attestation provided for in Section 13.11. If any Serviced Companion Mortgage Loan is deposited into a commercial mortgage securitization, and the applicable Reporting Servicer is provided with contact information therefor, such Reporting Servicer shall provide to the Person who signs the Xxxxxxxx-Xxxxx Certification with respect to an Other Securitization a Performance Certification (which shall address the matters contained in the Performance Certification, but solely with respect to the related Serviced Companion Mortgage Loan), upon which such certifying person, the entity for which the certifying person acts as an officer, and such entity's officers, directors and Affiliates can reasonably rely. With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the Master Servicer will use its reasonable efforts to procure a Xxxxxxxx-Xxxxx back-up certification from the Non-Serviced Mortgage Loan Master Servicer, Non-Serviced Mortgage Loan Special Servicer, Non-Servicer Mortgage Loan Paying Agent and the Non-Serviced Mortgage Loan Trustee in form and substance similar to a Performance Certification or in the form specified in the Non-Serviced Mortgage Loan Pooling and Servicing Agreement. The Master Servicer shall promptly forward to the Paying Agent and the Depositor any such Xxxxxxxx-Xxxxx back-up certification received by the Master Servicer.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Top23)

Xxxxxxxx-Xxxxx Certification. (a) Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X Certification, required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate AdministratorEach of the Subservicer, 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 Servicer and the Trustee Trust Administrator shall provide (provide, and (i) with respect to each such party shall cause 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 engaged by it 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 Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than ), by March 1 (with a ten-calendar day cure period) of each year in which the year immediately following Trust is subject to the year as to which such Form 10-K relates or, if March 1 is not reporting requirements of the Exchange Act and otherwise within a Business Day, on the immediately following Business Dayreasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached to this Agreement hereto as Exhibit Y-1Q, 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 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. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, The senior officer of the Certificate Administrator Master Servicer in charge of the master servicing function shall use commercially reasonable efforts to procure, and upon receipt deliver to serve as the Certifying Person, a XxxxxxxxPerson on behalf of the Trust. Such officer of the Certifying Person can be contacted by e-Xxxxx backmail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 000-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 Trustee000-0000. In the event any Reporting Servicer 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 Subsub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer party shall provide a certification Back-Up Certification to the Certifying Person pursuant to this Section 10.06 with respect 8.14 notwithstanding any such termination or resignation. Notwithstanding the foregoing, (i) the Master Servicer and the Trust Administrator shall not be required to deliver a Back-Up Certification to each other if both are the period of time same Person and the Master Servicer is the Certifying Person and (ii) the Master Servicer shall not be obligated to 138 sign the Xxxxxxxx-Xxxxx Certification in the event that it was subject does not receive any Back-Up Certification required to be furnished to it pursuant to this Agreement section. In addition, if at any time FSC, or any successor thereto, is directly servicing any of the applicable sub-servicing Mortgage Loans, then FSC, or primary servicing agreement, as such successor also shall be obligated to comply with the case may beprovisions of this Section 8.14.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Fieldstone Mortgage Investment CORP)

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