Common use of Exchange Commission; Additional Information Clause in Contracts

Exchange Commission; Additional Information. (a) With respect to each Distribution Date, prior to the issuance of the related monthly statement to Certificateholders pursuant to Section 4.02 (each, a "Distribution Date Statement"), the Master Servicer shall confirm that it has received all distribution and servicing information required to be provided to the Master Servicer by the Servicers for inclusion in such Distribution Date Statement. In the event the Master Servicer determines that any such information has not been provided as required or is materially incorrect, the Master Servicer shall immediately notify the related Servicer and use its reasonable best efforts to cause the related Servicer to provide or correct, as the case may be, such information promptly (but in any event in time to permit the Master Servicer to distribute the Distribution Date Statement at the time required in this Agreement). (b) Promptly upon receipt by the Master Servicer of (i) any Officers' Certificate relating to a Servicer's annual compliance with the terms of its Servicing Agreement, (ii) any report of a Servicer's independent public accountants relating to such Servicer's compliance with servicing standards, as required under the related Servicing Agreement, and (iii) any report of the Master Servicer's independent public accountants required pursuant to Section 3.17, the Master Servicer shall review such Officers' Certificate and reports. As part of the Form 10-K required to be filed pursuant to paragraph (c) of this Section 4.06, the Master Servicer shall include the related Servicer's annual statement of compliance (as well as any annual statement of compliance required pursuant to Section 3.16), and each such accountant's report, as well as a report of any significant deficiencies relating to such Servicer's performance of its obligations under its Servicing Agreement. (c) The Master Servicer shall reasonably cooperate with the Depositor to enable the Trust Fund to satisfy its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Master Servicer shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations promulgated thereunder, and the Master Servicer shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. (d) Each Form 8-K shall be filed by the Master Servicer within 15 days after each Distribution Date, and shall include a copy of the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations promulgated thereunder), the Master Servicer shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the annual statements of compliance, the accountant's reports and any report of significant deficiencies relating to a Servicer's performance of its obligations under its Servicing Agreement described in paragraph (b) of this Section 4.06, in each case to the extent they have been timely delivered to the Master Servicer. If they are not so timely delivered, the Master Servicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Master Servicer. The Master Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Master Servicer's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Each Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Securities and Exchange Commission (the "Certification"), which Certification shall be signed by a Master Servicing Officer. (e) Upon any filing with the Securities and Exchange Commission, the Master Servicer shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (f) Prior to January 30th of the first year in which the Master Servicer is able to do so under applicable law, the Master Servicer shall file a Form 15 Suspension Notification with respect to the Trust Fund.

Exchange Commission; Additional Information. (a) With respect to each Distribution Date, prior to the issuance of the related monthly statement to Certificateholders pursuant to Section 4.02 (each, a "“Distribution Date Statement"”), the Master Servicer shall confirm that it has received all distribution and servicing information required to be provided to the Master Servicer by the Servicers Servicer for inclusion in such Distribution Date Statement. In the event the Master Servicer determines that any such information has not been provided as required or is materially incorrect, the Master Servicer shall immediately notify the related Servicer and use its reasonable best efforts to cause the related Servicer to provide or correct, as the case may be, such information promptly (but in any event in time to permit the Master Servicer to distribute the Distribution Date Statement at the time required in this Agreement). (b) Promptly upon receipt by the Master Servicer of (i) any Officers' ’ Certificate relating to a the Servicer's ’s annual compliance with the terms of its Servicing the Master Agreement, (ii) any report of a the Servicer's ’s independent public accountants relating to such the Servicer's ’s compliance with servicing standards, as required under the related Servicing Master Agreement, and (iii) any report of the Master Servicer's ’s independent public accountants required pursuant to Section 3.17, the Master Servicer shall review such Officers' ’ Certificate and reports. As part of the Form 10-K required to be filed pursuant to paragraph (c) of this Section 4.06, the Master Servicer shall include the related Servicer's ’s annual statement of compliance (as well as any annual statement of compliance required pursuant to Section 3.16), and each such accountant's ’s report, as well as a report of any significant deficiencies relating to such the Servicer's ’s performance of its obligations under its Servicing the Master Agreement. (c) The Master Servicer shall reasonably cooperate with the Depositor to enable the Trust Fund to satisfy its reporting requirements under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”). The Master Servicer shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations promulgated thereunder, and the Master Servicer shall sign and file (via the Securities and Exchange Commission's ’s Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. (d) Each Form 8-K shall be filed by the Master Servicer within 15 days after each Distribution Date, and shall include a copy of the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations promulgated thereunder), the Master Servicer shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the annual statements of compliance, the accountant's ’s reports and any report of significant deficiencies relating to a the Servicer's ’s performance of its obligations under its Servicing the Master Agreement described in paragraph (b) of this Section 4.06, in each case to the extent they have been timely delivered to the Master Servicer. If they are not so timely delivered, the Master Servicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Master Servicer. The Master Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Master Servicer's ’s inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Each Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Securities and Exchange Commission (the "“Certification"”), which Certification shall be signed by a Master Servicing Officer. (e) Upon any filing with the Securities and Exchange Commission, the Master Servicer shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (f) Prior to January 30th of the first year in which the Master Servicer is able to do so under applicable law, the Master Servicer shall file a Form 15 Suspension Notification with respect to the Trust Fund.

Exchange Commission; Additional Information. (a) With respect to each Distribution Date, prior to the issuance of the related monthly statement to Certificateholders pursuant to Section 4.02 (each, a "“Distribution Date Statement"”), the Master Servicer shall confirm that it has received all distribution and servicing information required to be provided to the Master Servicer by the Servicers Servicer for inclusion in such Distribution Date Statement. In the event the Master Servicer determines that any such information has not been provided as required or is materially incorrect, the Master Servicer shall immediately notify the related Servicer and use its reasonable best efforts to cause the related Servicer to provide or correct, as the case may be, such information promptly (but in any event in time to permit the Master Servicer to distribute the Distribution Date Statement at the time required in this Agreement). (b) Promptly upon receipt by the Master Servicer of (i) any Officers' ’ Certificate relating to a the Servicer's ’s annual compliance with the terms of its the Servicing Agreement, (ii) any report of a the Servicer's ’s independent public accountants relating to such the Servicer's ’s compliance with servicing standards, as required under the related Servicing Agreement, and (iii) any report of the Master Servicer's ’s independent public accountants required pursuant to Section 3.17, the Master Servicer shall review such Officers' ’ Certificate and reports. As part of the Form 10-K required to be filed pursuant to paragraph (c) of this Section 4.06, the Master Servicer shall include the related Servicer's ’s annual statement of compliance (as well as any annual statement of compliance required pursuant to Section 3.16), and each such accountant's ’s report, as well as a report of any significant deficiencies relating to such the Servicer's ’s performance of its obligations under its the Servicing Agreement. (c) The Master Servicer shall reasonably cooperate with the Depositor to enable the Trust Fund to satisfy its reporting requirements under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”). The Master Servicer shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations promulgated thereunder, and the Master Servicer shall sign and file (via the Securities and Exchange Commission's ’s Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. (d) Each Form 8-K shall be filed by the Master Servicer within 15 days after each Distribution Date, and shall include a copy of the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations promulgated thereunder), the Master Servicer shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the annual statements of compliance, the accountant's ’s reports and any report of significant deficiencies relating to a the Servicer's ’s performance of its obligations under its the Servicing Agreement described in paragraph (b) of this Section 4.06, in each case to the extent they have been timely delivered to the Master Servicer. If they are not so timely delivered, the Master Servicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Master Servicer. The Master Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Master Servicer's ’s inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Each Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Securities and Exchange Commission (the "“Certification"”), which Certification shall be signed by a Master Servicing Officer. (e) Upon any filing with the Securities and Exchange Commission, the Master Servicer shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (f) Prior to January 30th of the first year in which the Master Servicer is able to do so under applicable law, the Master Servicer shall file a Form 15 Suspension Notification with respect to the Trust Fund.

Exchange Commission; Additional Information. (a) With respect to each Distribution Date, prior to The Trustee and the issuance of the related monthly statement to Certificateholders pursuant to Section 4.02 (each, a "Distribution Date Statement"), the Master Servicer shall confirm that it has received all distribution and servicing information required to be provided to the Master Servicer by the Servicers for inclusion in such Distribution Date Statement. In the event the Master Servicer determines that any such information has not been provided as required or is materially incorrect, the Master Servicer shall immediately notify the related Servicer and use its reasonable best efforts to cause the related Servicer to provide or correct, as the case may be, such information promptly (but in any event in time to permit the Master Servicer to distribute the Distribution Date Statement at the time required in this Agreement). (b) Promptly upon receipt by the Master Servicer of (i) any Officers' Certificate relating to a Servicer's annual compliance with the terms of its Servicing Agreement, (ii) any report of a Servicer's independent public accountants relating to such Servicer's compliance with servicing standards, as required under the related Servicing Agreement, and (iii) any report of the Master Servicer's independent public accountants required pursuant to Section 3.17, the Master Servicer shall review such Officers' Certificate and reports. As part of the Form 10-K required to be filed pursuant to paragraph (c) of this Section 4.06, the Master Servicer shall include the related Servicer's annual statement of compliance (as well as any annual statement of compliance required pursuant to Section 3.16), and each such accountant's report, as well as a report of any significant deficiencies relating to such Servicer's performance of its obligations under its Servicing Agreement. (c) The Master Servicer shall reasonably cooperate with the Depositor to enable in connection with satisfying the reporting requirements of the Trust Fund to satisfy its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Master Servicer Trustee shall prepare and sign on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations promulgated Regulations of the Commission thereunder, and the Master Servicer Trustee shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. The Trustee shall prepare and sign any Form 10-K which includes as exhibits (i) the Certification (as defined in (b) below), (ii) the Master Servicer's annual statement of compliance described under Section 3.20 and (iii) the accountant's report described under Section 3.21 and the Trustee shall file (via the Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. To the extent that the Commission requires any additional information to be filed pursuant to a Form 10-K, the Trustee, shall prepare, sign and promptly file an amended Form 10-K containing such additional information. To the extent that the Master Servicer acquires actual knowledge of material information (as determined by the Master Servicer in good faith) concerning the Trust Fund, in connection with the filing of any Form 8-K or Form 10-K, it shall notify the Trustee of such information. (db) Each Form 8-K shall be filed by the Master Servicer Trustee within 15 days after each Distribution Date, and shall include Date with a copy of the Distribution Date Monthly Statement for such Distribution Date as an exhibit thereto. Prior to March 30th 31st of each year (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations promulgated thereunderRegulations of the Commission), the Master Servicer Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's annual statements statement of compliance, compliance described under Section 3.20 and the accountant's reports and any report of significant deficiencies relating to a Servicer's performance of its obligations described under its Servicing Agreement described in paragraph (b) of this Section 4.063.21, in each case to the extent they have been timely delivered to the Master ServicerTrustee. If they are not so timely delivered, the Master Servicer Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Master ServicerTrustee. The Master Servicer Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to (a) the Master ServicerTrustee's inability or failure to obtain any information not resulting from its own negligence, bad faith negligence or willful misconductmisconduct or (b) any inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Master Servicer in a Remittance Report or otherwise. Each The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Securities and Exchange Commission (the "Certification"), which Certification shall be signed by a Master Servicing Officerthe Trustee. (ec) In addition, the Master Servicer shall sign a certification (in the form attached hereto as Exhibit J-2) for the benefit of the Trustee and its officers, directors and Affiliates regarding certain aspects of the Certification (provided, however, that the Master Servicer shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). The Master Servicer's certification shall be delivered to the Trustee by no later than March 15th of each year (or if such day is not a Business Day, the immediately preceding Business Day). In addition, (i) the Trustee shall, subject to the provisions of Sections 8.01 and 8.02, indemnify and hold harmless the Depositor and the Master Servicer and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee's obligations under Section 4.06(b) or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's obligations under this Section 4.06(b) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor or the Master Servicer, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor or the Master Servicer, as applicable, as a result of the losses, claims, damages or liabilities of the Depositor or the Master Servicer, as applicable, in such proportion as is appropriate to reflect the relative fault of the or the Depositor or the Master Servicer, as applicable, on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 4.06(b) or the Trustee's negligence, bad faith or willful misconduct in connection therewith and (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor or the Trustee, as applicable, as a result of the losses, claims, damages or liabilities of the Depositor or the Trustee, as applicable, in such proportion as is appropriate to reflect the relative fault of the Depositor or the Trustee, as applicable, on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 4.06(b) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. Notwithstanding any other provision in this Agreement to the contrary, the Master Servicer shall not have any responsibility or liability to any party relating to the certification or information prepared, certified or distributed by the Trustee or any other party other than the Master Servicer unless such information was derived from erroneous or incomplete information required to be provided by the Master Servicer under this Agreement. (d) Upon any filing with the Securities and Exchange CommissionCommission pursuant to this Section 4.06(b), the Master Servicer Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (fe) Prior to January 30th 30 of the first year in which the Master Servicer Trustee is able to do so under applicable law, the Master Servicer Trustee shall file a Form 15 Suspension Notification with respect to the Trust Fund.

Exchange Commission; Additional Information. (a) With respect to each Distribution Date, prior to the issuance of the related monthly statement to Certificateholders pursuant to Section 4.02 (each, a "Distribution Date Statement"), the Master Servicer shall confirm that it has received all distribution and servicing information required to be provided to the Master Servicer by the Servicers Servicer for inclusion in such Distribution Date Statement. In the event the Master Servicer determines that any such information has not been provided as required or is materially incorrect, the Master Servicer shall immediately notify the related Servicer and use its reasonable best efforts to cause the related Servicer to provide or correct, as the case may be, such information promptly (but in any event in time to permit the Master Servicer to distribute the Distribution Date Statement at the time required in this Agreement). (b) Promptly upon receipt by the Master Servicer of (i) any Officers' Certificate relating to a the Servicer's annual compliance with the terms of its the Servicing Agreement, (ii) any report of a the Servicer's independent public accountants relating to such the Servicer's compliance with servicing standards, as required under the related Servicing Agreement, and (iii) any report of the Master Servicer's independent public accountants required pursuant to Section 3.17, the Master Servicer shall review such Officers' Certificate and reports. As part of the Form 10-K required to be filed pursuant to paragraph (c) of this Section 4.06, the Master Servicer shall include the related Servicer's annual statement of compliance (as well as any annual statement of compliance required pursuant to Section 3.16), and each such accountant's report, as well as a report of any significant deficiencies relating to such the Servicer's performance of its obligations under its the Servicing Agreement. (c) The Master Servicer shall reasonably cooperate with the Depositor to enable the Trust Fund to satisfy its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Master Servicer shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules and regulations promulgated thereunder, and the Master Servicer shall sign and file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. (d) Each Form 8-K shall be filed by the Master Servicer within 15 days after each Distribution Date, and shall include a copy of the Distribution Date Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules and regulations promulgated thereunder), the Master Servicer shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the annual statements of compliance, the accountant's reports and any report of significant deficiencies relating to a the Servicer's performance of its obligations under its the Servicing Agreement described in paragraph (b) of this Section 4.06, in each case to the extent they have been timely delivered to the Master Servicer. If they are not so timely delivered, the Master Servicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Master Servicer. The Master Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Master Servicer's inability or failure to obtain any information not resulting from its own negligence, bad faith or willful misconduct. Each Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 J or in such other form as may be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof by the Securities and Exchange Commission (the "Certification"), which Certification shall be signed by a Master Servicing Officer. (e) Upon any filing with the Securities and Exchange Commission, the Master Servicer shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (f) Prior to January 30th of the first year in which the Master Servicer is able to do so under applicable law, the Master Servicer shall file a Form 15 Suspension Notification with respect to the Trust Fund.

Exchange Commission; Additional Information. (a) With respect In the event that the Commission permits the Certification (as defined below) to each Distribution Date, prior be executed in part by the Depositor and in part by the Master Servicer and to the issuance of extent that the related monthly statement Depositor and the Master Servicer provide notification to Certificateholders pursuant to Section 4.02 the Trustee that they will be executing the Certification in such manner: (each, a "Distribution Date Statement"), i) The Depositor and the Master Servicer shall confirm that it has received all distribution and servicing information required satisfy the reporting requirements with respect to be provided to the Master Servicer by the Servicers for inclusion in such Distribution Date Statement. In the event the Master Servicer determines that any such information has not been provided as required or is materially incorrect, the Master Servicer shall immediately notify the related Servicer and use its reasonable best efforts to cause the related Servicer to provide or correct, as the case may be, such information promptly (but in any event in time to permit the Master Servicer to distribute the Distribution Date Statement at the time required in this Agreement). (b) Promptly upon receipt by the Master Servicer of (i) any Officers' Certificate relating to a Servicer's annual compliance with the terms of its Servicing Agreement, (ii) any report of a Servicer's independent public accountants relating to such Servicer's compliance with servicing standards, as required under the related Servicing Agreement, and (iii) any report of the Master Servicer's independent public accountants required pursuant to Section 3.17, the Master Servicer shall review such Officers' Certificate and reports. As part of the Form 10-K required to be filed pursuant to paragraph (c) of this Section 4.06, the Master Servicer shall include the related Servicer's annual statement of compliance (as well as any annual statement of compliance required pursuant to Section 3.16), and each such accountant's report, as well as a report of any significant deficiencies relating to such Servicer's performance of its obligations under its Servicing Agreement. (c) The Master Servicer shall reasonably cooperate with the Depositor to enable the Trust Fund to satisfy its reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Master Servicer Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the rules Rules and regulations promulgated Regulations of the Commission thereunder, and the Master Servicer Depositor shall sign and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. The Depositor shall sign the Forms 8-K and 10-K prepared by the Trustee pursuant to this Section 4.06(a)(i). (dii) Each Form 8-K shall be filed by the Master Servicer Trustee within 15 days after each Distribution Date, and shall include with a copy of the Distribution Date Monthly Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the rules Rules and regulations promulgated thereunderRegulations of the Commission), the Master Servicer Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Securities and Exchange Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's annual statements statement of compliance, compliance described under Section 3.20 and the accountant's reports and any report of significant deficiencies relating to a Servicer's performance of its obligations described under its Servicing Agreement described in paragraph (b) of this Section 4.063.21, in each case to the extent they have been timely delivered to the Master ServicerTrustee. If they are not so timely delivered, the Master Servicer Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Master ServicerTrustee. The Master Servicer Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to (a) the Master ServicerTrustee's inability or failure to obtain any information not resulting from its own negligence, bad faith negligence or willful misconductmisconduct or (b) any inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Master Servicer in a Remittance Report or otherwise. Each The Form 10-K shall also include a certification in the form attached hereto as Exhibit J-1 or in such other form as may (the "Depositor's Certification"), which shall be required by Rules 13a-14 and 15d-14 under the Exchange Act, as applicable, and any directives or interpretations thereof signed by the Securities Depositor. The Depositor's Certification shall be delivered by the Depositor to the Trustee by no later than five (5) Business Days preceding the date on which the Form 10-K is due to be filed with the Commission. In connection with the Depositor's Certification, the Trustee shall sign a certification in the form attached hereto as Exhibit J-3 for the benefit of the Depositor and Exchange Commission its officers, directors and Affiliates; provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K. (iii) In addition, the Form 10-K shall also include a certification in the form attached hereto as Exhibit J-2 (the "Master Servicer's Certification"; and together with the Depositor's Certification, the "Certification"), which Certification shall be signed by the Master Servicer. The Master Servicer's Certification shall be delivered by the Master Servicer to the Trustee by no later than five (5) Business Days preceding the date on which the Form 10-K is due to be filed with the Commission. In addition, (i) the Trustee shall, subject to the provisions of Sections 8.01 and 8.02, indemnify and hold harmless the Depositor, the Master Servicer and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee's obligations under this Section 4.06(a) or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicing OfficerServicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's obligations under this Section 4.06(a) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 4.06(a) or the Trustee's negligence, bad faith or willful misconduct in connection therewith and (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 4.06(a) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. Notwithstanding any other provision in this Agreement to the contrary, the Master Servicer shall not have any responsibility or liability to any party relating to the certification or information prepared, certified or distributed by the Trustee or any other party other than the Master Servicer unless such information was derived from erroneous or incomplete information required to be provided by the Master Servicer under this Agreement. (eiv) Upon any filing with the Securities and Exchange CommissionCommission pursuant to this Section 4.06(a), the Master Servicer Trustee shall promptly deliver to the Depositor a copy of any such executed report, statement or information. (fv) Prior to January 30th 30 of the first year in which the Master Servicer Trustee is able to do so under applicable law, the Master Servicer Trustee shall file a Form 15 Suspension Notification with respect to the Trust Fund. (b) In the event that the Commission does not allow the Certification (as defined below) to be executed in part by the Trustee and in part by the Master Servicer: (i) The Trustee and the Master Servicer shall reasonably cooperate with the Depositor in connection with satisfying the reporting requirements of the Trust Fund under the Exchange Act. The Trustee shall prepare on behalf of the Trust Fund any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Commission thereunder, and the Depositor shall sign and the Trustee shall file (via the Securities and Exchange Commission's Electronic Data Gathering and Retrieval System) such forms on behalf of the Trust Fund. (ii) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date with a copy of the Monthly Statement for such Distribution Date as an exhibit thereto. Prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Commission staff's interpretations. Such Form 10-K shall include as exhibits the Master Servicer's annual statement of compliance described under Section 3.20 and the accountant's report described under Section 3.21, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to (a) the Trustee's inability or failure to obtain any information not resulting from its own negligence or willful misconduct or (b) any inaccuracy in such periodic reports resulting from incorrect information provided to the Trustee by the Master Servicer in a Remittance Report or otherwise. The Form 10-K shall also include a certification in the form attached hereto as Exhibit K-1 (the "Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. (iii) In addition, the Trustee shall sign a certification (in the form attached hereto as Exhibit K-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of the Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K), and the Master Servicer shall sign a certification (in the form attached hereto as Exhibit K-3) for the benefit of the Depositor, the Trustee and their officers, directors and Affiliates regarding certain aspects of the Certification. In addition, (i) the Trustee shall, subject to the provisions of Sections 8.01 and 8.02, indemnify and hold harmless the Depositor and the Master Servicer and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee's obligations under this Section 4.06(b) or the Trustee's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Master Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Master Servicer's obligations under this Section 4.06(b) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other in connection with a breach of the Trustee's obligations under this Section 4.06(b) or the Trustee's negligence, bad faith or willful misconduct in connection therewith and (ii) the Master Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Master Servicer on the other in connection with a breach of the Master Servicer's obligations under this Section 4.06(b) or the Master Servicer's negligence, bad faith or willful misconduct in connection therewith. Notwithstanding any other provision in this Agreement to the contrary, the Master Servicer shall not have any responsibility or liability to any party relating to the certification or information prepared, certified or distributed by the Trustee or any other party other than the Master Servicer unless such information was derived from erroneous or incomplete information required to be provided by the Master Servicer under this Agreement. (iv) Upon any filing with the Commission pursuant to this Section 4.06(b), the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information. (v) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust Fund.