Common use of Reporting Requirements of the Commission and Indemnification Clause in Contracts

Reporting Requirements of the Commission and Indemnification. (a) [On or before March 1 of each calendar year, the Securities Administrator and the Trustee shall each deliver to the Master Servicer, the Servicer, the Subservicer and the Depositor a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Securities Administrator and the Trustee, as applicable, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)).] (b) [On or before March 1 of each calendar year, the Securities Administrator and the Trustee shall each deliver to the Master Servicer, the Servicer, the Subservicer and the Depositor (and in the case of the Trustee, to the Securities Administrator) a report by a registered public accounting firm that attests to, and reports on, the assessment made by such asserting party pursuant to subsection (a) above. Each such report shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.] [The Securities Administrator and the Trustee shall each notify the Master Servicer, the Servicer, the Subservicer and the Depositor (and in the case of the Trustee, shall additionally notify the Securities Administrator) (i) of any legal proceedings pending against the Securities Administrator or the Trustee, as applicable, of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Securities Administrator or the Trustee, as applicable, shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the Sponsor, the Trustee, the Master Servicer, the Servicer, any Originator contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party to the Trust Fund contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB, as applicable.]

Reporting Requirements of the Commission and Indemnification. (a) [On or before March 1 of each calendar year, the Securities Administrator and the Indenture Trustee shall each deliver to the Master Servicer, the Servicer, the Subservicer Servicer and the Depositor a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of each the fiscal yearyear ending no later than December 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole involving in which the Securities Administrator and Master Servicer is performing any of the Trustee, as applicableservicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)) that it is performing pursuant to its obligations under this Agreement, and that are backed by the same asset type as the Mortgage Loansbacking such asset-backed securities. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)).] (b) [On or before March 1 of each calendar year, the Securities Administrator and the Indenture Trustee shall each deliver to the Master Servicer, the Servicer, the Subservicer Servicer and the Depositor (and in the case of the Trustee, to the Securities Administrator) a report by a registered public accounting firm that attests to, and reports on, the assessment made by such asserting party the Indenture Trustee pursuant to subsection (a) above. Each such report shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.] [ (c) The Securities Administrator and the Indenture Trustee shall each notify the Master Servicer, the Servicer, the Subservicer Servicer and the Depositor (and in the case of the Trustee, shall additionally notify the Securities Administrator) (i) of any legal proceedings pending against the Securities Administrator or the Trustee, as applicable, Indenture Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Securities Administrator or the Trustee, as applicable, Indenture Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the Sponsor, the Issuer, the Owner Trustee, the Administrator, the Master Servicer, the any Servicer, any Originator contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party to the Trust Fund contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB, as applicable.] (d) The Indenture Trustee hereby agrees to indemnify and hold harmless the Depositor, its respective officers and directors and each person, if any, who controls the Depositor or Master Servicer within the meaning of Section 15 of the Securities Act, or Section 20 of the Exchange Act, from and against any and all losses, claims, expenses, damages or liabilities to which the Depositor, the Master Servicer, their respective officers or directors and any such controlling person may become subject under the Securities Act or otherwise, as and when such losses, claims, expenses, damages or liabilities are incurred, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any such items of information regarding this Agreement and matters related to the Indenture Trustee furnished by the Indenture Trustee to the Depositor and the Master Servicer, including as applicable (by way of example and not limitation), any information required pursuant to subsections 6.08(a) and (c) above (collectively, the “Indenture Trustee Information”), or arise out of, or are based upon, the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Depositor, the Master Servicer, their respective officers or directors and any such controlling person for any legal or other expenses reasonably incurred by it or any of them in connection with investigating or defending any such loss, claim, expense, damage, liability or action, as and when incurred; provided, however, that the Indenture Trustee shall be liable only insofar as such untrue statement or alleged untrue statement or omission or alleged omission relates solely to the information in the Indenture Trustee Information furnished to the Depositor or Master Servicer by or on behalf of the Indenture Trustee specifically in connection with this Agreement.

Reporting Requirements of the Commission and Indemnification. (a) [On or before March 1 of each calendar year, the Securities Administrator and the Indenture Trustee shall each deliver to the Master Servicer, the Servicer, the Subservicer Servicer and the Depositor a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Securities Administrator and the Indenture Trustee, as applicable, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)).] (b) [On or before March 1 of each calendar year, the Securities Administrator and the Indenture Trustee shall each deliver to the Master Servicer, the Servicer, the Subservicer Servicer and the Depositor (and in the case of the Trustee, to the Securities Administrator) a report by a registered public accounting firm that attests to, and reports on, the assessment made by such asserting party the Indenture Trustee pursuant to subsection (a) above. Each such report shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.] [ (c) The Securities Administrator and the Indenture Trustee shall each notify the Master Servicer, the Servicer, the Subservicer Servicer and the Depositor (and in the case of the Trustee, shall additionally notify the Securities Administrator) (i) of any legal proceedings pending against the Securities Administrator or the Trustee, as applicable, Indenture Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Securities Administrator or the Trustee, as applicable, Indenture Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the Sponsor, the Issuer, the Owner Trustee, the Administrator, the Master Servicer, the any Servicer, any Originator contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party to the Trust Fund contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB, as applicable.] (d) The Indenture Trustee hereby agrees to indemnify and hold harmless the Depositor, its respective officers and directors and each person, if any, who controls the Depositor or Master Servicer within the meaning of Section 15 of the Securities Act, or Section 20 of the Exchange Act, from and against any and all losses, claims, expenses, damages or liabilities to which the Depositor, the Master Servicer, their respective officers or directors and any such controlling person may become subject under the Securities Act or otherwise, as and when such losses, claims, expenses, damages or liabilities are incurred, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any such items of information regarding this Agreement and matters related to the Indenture Trustee furnished by the Indenture Trustee to the Depositor and the Master Servicer, including as applicable (by way of example and not limitation), any information required pursuant to subsections 6.08(a) and (c) above (collectively, the “Indenture Trustee Information”), or arise out of, or are based upon, the omission or alleged omission to state therein any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse the Depositor, the Master Servicer, their respective officers or directors and any such controlling person for any legal or other expenses reasonably incurred by it or any of them in connection with investigating or defending any such loss, claim, expense, damage, liability or action, as and when incurred; provided, however, that the Indenture Trustee shall be liable only insofar as such untrue statement or alleged untrue statement or omission or alleged omission relates solely to the information in the Indenture Trustee Information furnished to the Depositor or Master Servicer by or on behalf of the Indenture Trustee specifically in connection with this Agreement.

Reporting Requirements of the Commission and Indemnification. (a) [On or before March 1 of each calendar year, the Securities Administrator and the Trustee shall each deliver to the Master Servicer, the Servicer, the Subservicer and the Depositor a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Securities Administrator and the Trustee, as applicable, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)).] (b) [On or before March 1 of each calendar year, the Securities Administrator and the Trustee shall each deliver to the Master Servicer, the Servicer, the Subservicer and the Depositor (and in the case of the Trustee, to the Securities Administrator) a report by a registered public accounting firm that attests to, and reports on, the assessment made by such asserting party pursuant to subsection (a) above. Each such report shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.] ] (c) [The Securities Administrator and the Trustee shall each notify the Master Servicer, the Servicer, the Subservicer and the Depositor (and in the case of the Trustee, shall additionally notify the Securities Administrator) (i) of any legal proceedings pending against the Securities Administrator or the Trustee, as applicable, of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Securities Administrator or the Trustee, as applicable, shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the Sponsor, the Trustee, the Master Servicer, the Servicer, any Originator originator contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party to the Trust Fund contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB, as applicable.]