Common use of Form 15 Filing Clause in Contracts

Form 15 Filing. Prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Master Servicer shall sign and the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act. In the event that the Securities Administrator becomes aware that it will be unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Securities Administrator shall immediately notify the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement shall cooperate and cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Securities Administrator shall, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 10-D or 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or 10-D shall be signed by a duly authorized representative of the Master Servicer in charge of the master servicing function. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Securities Administrator shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Securities Administrator’s inability or failure to receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.

Form 15 Filing. Prior On or prior to January 30 of the first year in which the Securities Administrator Trustee is able to do so under applicable law, the Master Servicer shall sign and the Securities Administrator Trustee shall prepare and file a Form 15 Suspension Notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act. In If at the event beginning of any year after the filing of a Form 15 Suspension Notification, if the number of Certificateholders of record exceeds the number set forth in Section 15(d) of the Exchange Act that would cause the Securities Administrator becomes aware Trust to again become subject to the reporting requirements of the Exchange Act, the Trustee shall recommence preparing and filing reports on Forms 10-D, 10-K and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07. With respect to any reporting period occurring after the filing of Form 15, the obligations of the parties to this Agreement under Sections 11.01, 11.02, 11.04, 11.05, 11.06 and 11.07 shall be suspended for so long as the Trust is not subject to the reporting requirements of the Exchange Act. The Trustee shall promptly notify (which notice, notwithstanding the provisions of Section 12.05, may be sent by facsimile, telephone or by email and which shall include the identity of those Reporting Servicers who did not deliver such information) the Depositor and each Reporting Servicer that it will be unable failed to timely file with the Commission all deliver such information, if all, or any portion of, any required portion of disclosure information to be included in any Form 8-K, Form 10-D or Form 10-K required to be filed by pursuant to this Agreement because required disclosure information was either is not delivered to it or delivered to it after within the delivery deadlines set forth in this Agreement or for any other reason, the Securities Administrator shall immediately notify the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement shall cooperate and cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, (including annual compliance statements pursuant to Rule 12b-25 Section 11.09, annual reports on assessment of compliance with servicing criteria pursuant to Section 11.10 and attestation reports pursuant to Section 11.11) (exclusive of any grace or cure periods), but only to the Exchange Act. In extent the case of Form 8-K, Trustee has actual knowledge that the Securities Administrator shall, upon receipt of all Servicer or Special Servicer required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include to provide such disclosure information on has not done so. Such notice does not affect the next Form 10-D. In the event that tolling of any previously filed Form 10-D grace or 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or 10-D shall be signed by a duly authorized representative of the Master Servicer in charge of the master servicing function. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Securities Administrator shall have no liability for any loss, expense, damage or claim arising out of or cure period with respect to any failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Securities Administrator’s inability or failure to receive on a timely basis, any information from or on behalf deadline of any other obligation of any party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductcontained in this Article XI.

Form 15 Filing. Prior On or prior to January 30 of the first year in which the Securities Administrator Trustee is able to do so under applicable law, the Master Servicer shall sign and the Securities Administrator Trustee shall prepare and file a Form 15 Suspension Notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act. In If at the event beginning of any year after the filing of a Form 15 Suspension Notification, if the number of Certificateholders of record exceeds the number set forth in Section 15(d) of the Exchange Act that would cause the Securities Administrator becomes aware Trust to again become subject to the reporting requirements of the Exchange Act, the Trustee shall recommence preparing and filing reports on Forms 10-D, 10-K and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07. With respect to any reporting period occurring after the filing of Form 15, the obligations of the parties to this Agreement under Sections 11.01, 11.02, 11.04, 11.05, 11.06 and 11.07 shall be suspended for so long as the Trust is not subject to the reporting requirements of the Exchange Act. The Trustee shall promptly notify (which notice, notwithstanding the provisions of Section 12.05, may be sent by facsimile, telephone or by email and which shall include the identity of those Reporting Servicers who did not deliver such information) the Depositor and each Reporting Servicer that it will be unable failed to timely file with the Commission all deliver such information, if all, or any portion of, any required portion of disclosure information to be included in any Form 8-K, Form 10-D or Form 10-K required to be filed by pursuant to this Agreement because required disclosure information was either is not delivered to it or delivered to it after within the delivery deadlines set forth in this Agreement or for any other reason, the Securities Administrator shall immediately notify the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement shall cooperate and cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, (including annual compliance statements pursuant to Rule 12b-25 Section 11.09, annual reports on assessment of compliance with servicing criteria pursuant to Section 11.10 and attestation reports pursuant to Section 11.11) (exclusive of any grace or cure periods), but only to the Exchange Act. In extent the case of Form 8-K, Trustee has actual knowledge that the Securities Administrator shall, upon receipt of all Master Servicer or Special Servicer required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include to provide such disclosure information on has not done so. Such notice does not affect the next Form 10-D. In the event that tolling of any previously filed Form 10-D grace or 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or 10-D shall be signed by a duly authorized representative of the Master Servicer in charge of the master servicing function. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Securities Administrator shall have no liability for any loss, expense, damage or claim arising out of or cure period with respect to any failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Securities Administrator’s inability or failure to receive on a timely basis, any information from or on behalf deadline of any other obligation of any party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductcontained in this Article XI.

Form 15 Filing. Prior On or prior to January 30 30th of the first year in which the Securities Administrator Trustee is able to do so under applicable law, the Master Servicer shall sign and the Securities Administrator Trustee shall prepare and file a Form 15 Suspension Notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act. In If at the event beginning of any year after the filing of a Form 15 Suspension Notification, if the number of Certificateholders of record exceeds the number set forth in Section 15(d) of the Exchange Act that would cause the Securities Administrator becomes aware Trust to again become subject to the reporting requirements of the Exchange Act, the Trustee shall recommence preparing and filing reports on Forms 10-D, 10-K and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07. With respect to any reporting period occurring after the filing of Form 15, the obligations of the parties to this Agreement under Sections 11.01, 11.02, 11.04, 11.05, 11.06 and 11.07 shall be suspended for so long as the Trust is not subject to the reporting requirements of the Exchange Act. The Trustee shall promptly notify (which notice, notwithstanding the provisions of Section 12.05, may be sent by facsimile, telephone or by email and which shall include the identity of those Reporting Servicers who did not deliver such information) the Depositor and each Reporting Servicer that it will be unable failed to timely file with the Commission all deliver such information, if all, or any portion of, any required portion of disclosure information to be included in any Form 8-K, Form 10-D or Form 10-K required to be filed by pursuant to this Agreement because required disclosure information was either is not delivered to it or delivered to it after within the delivery deadlines set forth in this Agreement or for any other reason, the Securities Administrator shall immediately notify the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement shall cooperate and cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, (including annual compliance statements pursuant to Rule 12b-25 Section 11.09, annual reports on assessment of compliance with servicing criteria pursuant to Section 11.10 and attestation reports pursuant to Section 11.11) (exclusive of any grace or cure periods), but only to the Exchange Act. In extent the case of Form 8-K, Trustee has actual knowledge that the Securities Administrator shall, upon receipt of all Master Servicer or Special Servicer required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include to provide such disclosure information on has not done so. Such notice does not affect the next Form 10-D. In the event that tolling of any previously filed Form 10-D grace or 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or 10-D shall be signed by a duly authorized representative of the Master Servicer in charge of the master servicing function. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Securities Administrator shall have no liability for any loss, expense, damage or claim arising out of or cure period with respect to any failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Securities Administrator’s inability or failure to receive on a timely basis, any information from or on behalf deadline of any other obligation of any party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductcontained in this Article XI.

Form 15 Filing. Prior On or prior to January 30 of the first year in which the Securities Certificate Administrator is able to do so under applicable law, the Master Servicer shall sign and the Securities Certificate Administrator shall prepare and file a Form 15 Suspension Notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act. In If at the event beginning of any year after the filing of a Form 15 Suspension Notification, if the number of Certificateholders of record exceeds the number set forth in Section 15(d) of the Exchange Act that would cause the Securities Trust to again become subject to the reporting requirements of the Exchange Act, the Certificate Administrator becomes aware shall recommence preparing and filing reports on Forms 10-D, 10-K and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07. With respect to any reporting period occurring after the filing of Form 15, the obligations of the parties to this Agreement under Sections 11.01, 11.02, 11.04, 11.05, 11.06 and 11.07 shall be suspended for so long as the Trust is not subject to the reporting requirements of the Exchange Act. The Certificate Administrator shall promptly notify (which notice, notwithstanding the provisions of Section 12.05, may be sent by facsimile, telephone or by email and which shall include the identity of those Reporting Servicers who did not deliver such information) the Depositor and each Reporting Servicer that it will be unable failed to timely file with the Commission all deliver such information, if all, or any portion of, any required portion of disclosure information to be included in any Form 8-K, Form 10-D or Form 10-K required to be filed by pursuant to this Agreement because required disclosure information was either is not delivered to it or delivered to it after within the delivery deadlines set forth in this Agreement or for any other reason, the Securities Administrator shall immediately notify the Depositor. In the case of Form 10-D and 10-K, the parties to this Agreement shall cooperate and cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, (including annual compliance statements pursuant to Rule 12b-25 Section 11.09, annual reports on assessment of compliance with servicing criteria pursuant to Section 11.10 and attestation reports pursuant to Section 11.11) (exclusive of any grace or cure periods), but only to the Exchange Act. In extent the case of Form 8-K, Certificate Administrator has actual knowledge that the Securities Administrator shall, upon receipt of all Master Servicer or Special Servicer required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include to provide such disclosure information on has not done so. Such notice does not affect the next Form 10-D. In the event that tolling of any previously filed Form 10-D grace or 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or 10-D shall be signed by a duly authorized representative of the Master Servicer in charge of the master servicing function. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party performing its duties under this Section. The Securities Administrator shall have no liability for any loss, expense, damage or claim arising out of or cure period with respect to any failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Securities Administrator’s inability or failure to receive on a timely basis, any information from or on behalf deadline of any other obligation of any party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductcontained in this Article XI.