Common use of Periodic Filing Clause in Contracts

Periodic Filing.

Periodic Filing. (a) The Trustee shall reasonably cooperate with the Depositor in connection with the Trust's satisfying the reporting requirements under the 1934 Act. (b) Prior to March 30th of each year (or such earlier date as may be required by the 1934 Act and the Rules and Regulations of the SEC), the Trustee shall file (but shall not execute) a Form 10-K, in substance. as required by applicable law or the SEC's staff interpretations. Such Form 10-K shall include as exhibits each Servicer's annual statement of compliance delivered pursuant to each Servicing Agreement (upon which the Trustee may rely) and the accountant's reports delivered pursuant to each Servicing Agreement, 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 Form 10-K shall be executed by, and shall also include a certification in the form attached hereto as Exhibit M (the "Certification"), which shall be signed by, the senior officer of the Depositor in charge of securitization. The Trustee shall have no liability with respect to any failure to properly prepare or file any such periodic reports resulting from or relating to the Trustee's inability or failure to obtain any information not resulting from its own negligence or wilful misconduct. (c) Notwithstanding that the Certification is to be signed by an officer of the Depositor, a Responsible Officer of the Trustee shall sign a certification, in the form attached hereto as Exhibit O for the benefit of the Depositor and its officers, directors and Affiliates in respect of items 1 through 3 thereof 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 a Servicing Officer of the applicable Servicer who is responsible for the servicing and administration of the Mortgage Loans shall be required under the applicable Servicing Agreement to sign a certification in the form attached to the applicable Servicing Agreement for the benefit of the Depositor, the Trustee and their respective officers, directors and Affiliates. Each such certification shall be delivered to the Depositor and the Trustee (as applicable), no later than March 15th of each year (or if such calendar day is not a Business Day, the immediately preceding Business Day) and the Depositor shall deliver the Certification to be filed to the Trustee no later than March 20th of each year (or if such calendar day is not a Business Day, the immediately preceding Business Day). In the event that prior to the filing date of the Form 10-K in March of each year, the Trustee has actual knowledge of information material to the Certification, that party shall promptly notify the Depositor and each of the other parties signing the certifications. In addition, (i) the Trustee shall indemnify and hold harmless the Depositor and its 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 any breach of the Trustee's obligations under this Section 6.17(c) or the Trustee's negligence, bad faith or willful misconduct in connection therewith and (ii) the applicable Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates solely to the extent set forth in the applicable Servicing Agreement. If the indemnification provided for herein is unavailable or insufficient to hold harmless the indemnified party then (i) the Trustee agrees in connection with a breach of the Trustee's obligations under this Section 6.17 or the Trustee's negligence, bad faith or willful misconduct in connection therewith 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 and (ii) the related Servicer agrees that it shall contribute to the amount paid or payable by the Depositor and/or the Trustee solely to the extent set forth in the applicable Servicing Agreement. (d) At the Depositor's request, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information filed with the Securities and Exchange Commission. (e) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall, in accordance with applicable law, file a Form 15D Suspension Notification with respect to the Trust Fund in a timely manner.