Common use of Securities and Exchange Commission Filings Clause in Contracts

Securities and Exchange Commission Filings. A. The Servicer shall reasonably cooperate with the Depositor in connection with the Issuer satisfying the reporting requirements under the Exchange Act. At the request of the Depositor, the Servicer shall prepare on behalf of the Issuer any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the United States Securities and Exchange Commission (the "SEC") thereunder, and the Servicer shall sign and file (via the SEC's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Depositor. The Depositor hereby grants to the Servicer a limited power of attorney to execute and file each such documents on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Servicer from the Depositor of written termination of such power of attorney and (ii) the termination of the Issuer. Notwithstanding the foregoing, in the event that the SEC does not accept a certification signed by the Depositor where the related Form 10-K is signed by the Servicer on behalf of the Depositor, the Servicer should prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. B. Each Form 8-K shall be filed by the Servicer within 15 days after each Distribution Date. 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 SEC), if requested by the Depositor, the Servicer shall file a Form 10-K, in substance as required by applicable law or applicable SEC staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.2(a) of the Administration Agreement and the accountant's report described under Section 3.3 of the Administration Agreement, in each case to the extent they have been timely delivered to the Servicer. If they are not so timely delivered, the Servicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Servicer. The Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Servicer's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. C. The Servicer shall sign a certification (in the form attached hereto as Attachment D or in such other form as may be appropriate or necessary and as may be agreed upon by the Servicer and the Depositor as a result of changes promulgated by the SEC in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Depositor and its officers, directors and Affiliates by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Servicer 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 a breach of the Servicer's obligations under this Section 3.11C or the Servicer's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer 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 a breach of the Servicer's obligations under this Section 3.11C or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable to 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 Servicer on the other in connection with a breach of the Servicer's obligations under this Section 3.11C or the Servicer's negligence, bad faith or willful misconduct in connection therewith. D. Upon any filing with the SEC pursuant to this Section 3.11, the Servicer shall promptly deliver to the Depositor a copy of any such executed report, statement or information.

Securities and Exchange Commission Filings. A. The Servicer shall reasonably cooperate with the Depositor in connection with the Issuer satisfying the reporting requirements under the Exchange Act. At the request of the Depositor, the Servicer shall prepare on behalf of the Issuer any Forms 8-K K, 10-D and 10-K customary for similar securities as required by the Exchange Act and the Rules rules and Regulations regulations of the United States Securities and Exchange Commission (the "SEC") thereunder, and the Servicer shall sign and file (via the SEC's Commission’s Electronic Data Gathering and Retrieval System) such Forms on behalf of the Depositor. The Depositor hereby grants to the Servicer a limited power of attorney to execute and file each such documents document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Servicer from the Depositor of written termination of such power of attorney and or (ii) the termination of the Issuer. Notwithstanding the foregoing, in the event that the SEC Commission does not accept a certification signed by the Depositor where the related Form 10-K is signed by the Servicer on behalf of the Depositor, the Servicer should prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. B. Each Form 810-K D shall be filed by the Servicer within 15 days after each Distribution Date. Prior On or prior to March 30th 90 days after the end of each fiscal year of the Issuer (or such earlier date as may be required by the Exchange Act and the Rules rules and Regulations regulations of the SECCommission), if requested by the Depositor, the Servicer shall file a Form 10-K, in substance as required by applicable law or applicable SEC Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits (i) the Servicer's ’s annual statement of compliance described under Section 7.3 of this Agreement and Section 3.2(a) of the Administration Agreement and (ii) the accountant's ’s report described under Section 3.3 of the Administration Agreement, in each case to the extent they have been timely delivered to the Servicer. If they are not so timely delivered, the Servicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Servicer. The Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Servicer's ’s inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. C. The Servicer shall sign a certification (in the form attached hereto as Attachment D or in such other form as may be appropriate or necessary and as may be agreed upon by the Servicer and the Depositor as a result of changes promulgated by the SEC Commission in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Depositor and its officers, directors and Affiliates by March 15th 20th of each calendar year commencing in 2010 (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Servicer 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 a breach of the Servicer's ’s obligations under this Section 3.11C or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer 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 a breach of the Servicer's ’s obligations under this Section 3.11C or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable to 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 Servicer on the other in connection with a breach of the Servicer's ’s obligations under this Section 3.11C or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith. D. Upon any filing with the SEC Commission pursuant to this Section 3.11, the Servicer shall promptly deliver make available to the Depositor a copy of any such executed report, statement or information.

Securities and Exchange Commission Filings. A. The Servicer shall reasonably cooperate with the Depositor in connection with the Issuer satisfying the reporting requirements under the Exchange Act. At the request of the Depositor, the Servicer shall prepare on behalf of the Issuer any Forms 8-K K, 10-D and 10-K customary for similar securities as required by the Exchange Act and the Rules rules and Regulations regulations of the United States Securities and Exchange Commission (the "SEC") thereunder, and the Servicer shall sign and file (via the SEC's Commission’s Electronic Data Gathering and Retrieval System) such Forms on behalf of the Depositor. The Depositor hereby grants to the Servicer a limited power of attorney to execute and file each such documents document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Servicer from the Depositor of written termination of such power of attorney and or (ii) the termination of the Issuer. Notwithstanding the foregoing, in the event that the SEC Commission does not accept a certification signed by the Depositor where the related Form 10-K is signed by the Servicer on behalf of the Depositor, the Servicer should prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. B. Each Form 810-K D shall be filed by the Servicer within 15 days after each Distribution Date. 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 regulations of the SECCommission), if requested by the Depositor, the Servicer shall file a Form 10-K, in substance as required by applicable law or applicable SEC Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.2(a) of the Administration Agreement and the accountant's ’s report described under Section 3.3 of the Administration Agreement, in each case to the extent they have been timely delivered to the Servicer. If they are not so timely delivered, the Servicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Servicer. The Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Servicer's ’s inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. C. The Servicer shall sign a certification (in the form attached hereto as Attachment D or in such other form as may be appropriate or necessary and as may be agreed upon by the Servicer and the Depositor as a result of changes promulgated by the SEC Commission in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Depositor and its officers, directors and Affiliates by March 15th 20th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Servicer 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 a breach of the Servicer's ’s obligations under this Section 3.11C or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer 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 a breach of the Servicer's ’s obligations under this Section 3.11C or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable to 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 Servicer on the other in connection with a breach of the Servicer's ’s obligations under this Section 3.11C or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith. D. Upon any filing with the SEC Commission pursuant to this Section 3.11, the Servicer shall promptly deliver make available to the Depositor a copy of any such executed report, statement or information.

Securities and Exchange Commission Filings. A. The Servicer shall reasonably cooperate with the Depositor in connection with the Issuer satisfying the reporting requirements under the Exchange Act. At the request of the Depositor, the Servicer shall prepare on behalf of the Issuer any Forms 8-K K. 10-D and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the United States Securities and Exchange Commission (the "“SEC"”) thereunder, and the Servicer shall sign and file (via the SEC's ’s Electronic Data Gathering and Retrieval System) such Forms on behalf of the Depositor. The Depositor hereby grants to the Servicer a limited power of attorney to execute and file each such documents on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Servicer from the Depositor of written termination of such power of attorney and (ii) the termination of the Issuer. Notwithstanding the foregoing, in the event that the SEC does not accept a certification signed by the Depositor where the related Form 10-K is signed by the Servicer on behalf of the Depositor, the Servicer should prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. B. Each Form 810-K D shall be filed by the Servicer within 15 days after each Distribution Date. 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 SEC), if requested by the Depositor, the Servicer shall file a Form 10-K, in substance as required by applicable law or applicable SEC staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.2(a) of the Administration Agreement and the accountant's ’s report described under Section 3.3 of the Administration Agreement, in each case to the extent they have been timely delivered to the Servicer. If they are not so timely delivered, the Servicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Servicer. The Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Servicer's ’s inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. C. The Servicer shall sign a certification (in the form attached hereto as Attachment D or in such other form as may be appropriate or necessary and as may be agreed upon by the Servicer and the Depositor as a result of changes promulgated by the SEC in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Depositor and its officers, directors and Affiliates by March 15th 20th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Servicer 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 a breach of the Servicer's ’s obligations under this Section 3.11C or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer 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 a breach of the Servicer's ’s obligations under this Section 3.11C or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable to 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 Servicer on the other in connection with a breach of the Servicer's ’s obligations under this Section 3.11C or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith. D. Upon any filing with the SEC pursuant to this Section 3.11, the Servicer shall promptly deliver make available to the Depositor a copy of any such executed report, statement or information.

Securities and Exchange Commission Filings. A. The Servicer shall reasonably cooperate with the Depositor in connection with the Issuer satisfying the reporting requirements under the Exchange Act. At the request of the Depositor, the Servicer shall prepare on behalf of the Issuer any Forms 8-K K, 10-D and 10-K customary for similar securities as required by the Exchange Act and the Rules rules and Regulations regulations of the United States Securities and Exchange Commission (the "SEC") thereunder, and the Servicer shall sign and file (via the SEC's Commission’s Electronic Data Gathering and Retrieval System) such Forms on behalf of the Depositor. The Depositor hereby grants to the Servicer a limited power of attorney to execute and file each such documents document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Servicer from the Depositor of written termination of such power of attorney and or (ii) the termination of the Issuer. Notwithstanding the foregoing, in the event that the SEC Commission does not accept a certification signed by the Depositor where the related Form 10-K is signed by the Servicer on behalf of the Depositor, the Servicer should prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. B. Each Form 810-K D shall be filed by the Servicer within 15 days after each Distribution Date. Prior On or prior to March 30th 90 days after the end of each fiscal year of the Issuer (or such earlier date as may be required by the Exchange Act and the Rules rules and Regulations regulations of the SECCommission), if requested by the Depositor, the Servicer shall file a Form 10-K, in substance as required by applicable law or applicable SEC Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits (i) the Servicer's ’s annual statement of compliance described under Section 7.3 of this Agreement and Section 3.2(a) of the Administration Agreement and (ii) the accountant's ’s report described under Section 3.3 of the Administration Agreement, in each case to the extent they have been timely delivered to the Servicer. If they are not so timely delivered, the Servicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Servicer. The Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Servicer's ’s inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. C. The Servicer shall sign a certification (in the form attached hereto as Attachment D or in such other form as may be appropriate or necessary and as may be agreed upon by the Servicer and the Depositor as a result of changes promulgated by the SEC Commission in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Depositor and its officers, directors and Affiliates by March 15th 20th of each calendar year commencing in 20__ (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Servicer 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 a breach of the Servicer's ’s obligations under this Section 3.11C or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer 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 a breach of the Servicer's ’s obligations under this Section 3.11C or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable to 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 Servicer on the other in connection with a breach of the Servicer's ’s obligations under this Section 3.11C or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith. D. Upon any filing with the SEC Commission pursuant to this Section 3.11, the Servicer shall promptly deliver make available to the Depositor a copy of any such executed report, statement or information.

Securities and Exchange Commission Filings. A. The Servicer Subservicer shall reasonably cooperate with the Depositor in connection with the Issuer satisfying the reporting requirements under the Exchange Act. At the request of the Depositor, the Servicer Subservicer shall prepare on behalf of the Issuer any Forms 8-K K, 10-D and 10-K customary for similar securities as required by the Exchange Act and the Rules rules and Regulations regulations of the United States Securities and Exchange Commission (the "SEC") thereunder, and the Servicer Subservicer shall sign and file (via the SECCommission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Depositor. The Depositor hereby grants to the Servicer Subservicer a limited power of attorney to execute and file each such documents document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Servicer Subservicer from the Depositor of written termination of such power of attorney and or (ii) the termination of the Issuer. Notwithstanding the foregoing, in the event that the SEC Commission does not accept a certification signed by the Depositor where the related Form 10-K is signed by the Servicer Subservicer on behalf of the Depositor, the Servicer Subservicer should prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. . B. Each Form 810-K D shall be filed by the Servicer Subservicer within 15 days after each Distribution Date. Prior On or prior to March 30th 90 days after the end of each fiscal year of the Issuer (or such earlier date as may be required by the Exchange Act and the Rules rules and Regulations regulations of the SECCommission), if requested by the Depositor, the Servicer Subservicer shall file a Form 10-K, in substance as required by applicable law or applicable SEC Commission staff's interpretations. Such Form 10-K shall include as exhibits (i) the Servicer's annual statement of compliance described under Section 7.3 of the Servicing Agreement and Section 3.2(a) of the Administration Agreement and (ii) the accountant's report described under Section 3.3 of the Administration Agreement, in each case to the extent they have been timely delivered to the ServicerSubservicer. If they are not so timely delivered, the Servicer Subservicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the ServicerSubservicer. The Servicer Subservicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the ServicerSubservicer's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. . C. The Servicer Subservicer shall sign a certification (in the form attached hereto as Attachment D E or in such other form as may be appropriate or necessary and as may be agreed upon by the Servicer Subservicer and the Depositor as a result of changes promulgated by the SEC Commission in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Depositor and its officers, directors and Affiliates by March 15th 20th of each calendar year commencing in the calendar year of the Effective Date, if prior to March 20th, or the following year, if after March 20th (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Servicer Subservicer 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 a breach of the ServicerSubservicer's obligations under this Section 3.11C 4.11C or the ServicerSubservicer's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer Subservicer 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 17 expenses arising out of or based upon a breach of the ServicerSubservicer's obligations under this Section 3.11C 4.11C or the negligence, bad faith or willful misconduct of the Servicer Subservicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Servicer Subservicer agrees that it shall contribute to the amount paid or payable to 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 Servicer Subservicer on the other in connection with a breach of the ServicerSubservicer's obligations under this Section 3.11C 4.11C or the ServicerSubservicer's negligence, bad faith or willful misconduct in connection therewith. . D. Upon any filing with the SEC Commission pursuant to this Section 3.114.11, the Servicer Subservicer shall promptly deliver make available to the Depositor a copy of any such executed report, statement or information.

Securities and Exchange Commission Filings. A. The Servicer shall reasonably cooperate with the Depositor in connection with the Issuer satisfying the reporting requirements under the Exchange Act. At the request of the Depositor, the Servicer shall prepare on behalf of the Issuer any Forms 8-K K, 10-D and 10-K customary for similar securities as required by the Exchange Act and the Rules rules and Regulations regulations of the United States Securities and Exchange Commission (the "SEC") thereunder, and the Servicer shall sign and file (via the SEC's Commission’s Electronic Data Gathering and Retrieval System) such Forms on behalf of the Depositor. The Depositor hereby grants to the Servicer a limited power of attorney to execute and file each such documents document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Servicer from the Depositor of written termination of such power of attorney and or (ii) the termination of the Issuer. Notwithstanding the foregoing, in the event that the SEC Commission does not accept a certification signed by the Depositor where the related Form 10-K is signed by the Servicer on behalf of the Depositor, the Servicer should prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. B. Each Form 810-K D shall be filed by the Servicer within 15 days after each Distribution Date. Prior On or prior to March 30th 90 days after the end of each fiscal year of the Issuer (or such earlier date as may be required by the Exchange Act and the Rules rules and Regulations regulations of the SECCommission), if requested by the Depositor, the Servicer shall file a Form 10-K, in substance as required by applicable law or applicable SEC Commission staff's ’s interpretations. Such Form 10-K shall include as exhibits (i) the Servicer's ’s annual statement of compliance described under Section 7.3 of this Agreement and Section 3.2(a) of the Administration Agreement and (ii) the accountant's ’s report described under Section 3.3 of the Administration Agreement, in each case to the extent they have been timely delivered to the Servicer. If they are not so timely delivered, the Servicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Servicer. The Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Servicer's ’s inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. C. The Servicer shall sign a certification (in the form attached hereto as Attachment D or in such other form as may be appropriate or necessary and as may be agreed upon by the Servicer and the Depositor as a result of changes promulgated by the SEC Commission in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Depositor and its officers, directors and Affiliates by March 15th 20th of each calendar year commencing in 2011 (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Servicer 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 a breach of the Servicer's ’s obligations under this Section 3.11C or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer 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 a breach of the Servicer's ’s obligations under this Section 3.11C or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable to 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 Servicer on the other in connection with a breach of the Servicer's ’s obligations under this Section 3.11C or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith. D. Upon any filing with the SEC Commission pursuant to this Section 3.11, the Servicer shall promptly deliver make available to the Depositor a copy of any such executed report, statement or information.

Securities and Exchange Commission Filings. A. The Servicer shall reasonably cooperate with the Depositor in connection with the Issuer satisfying the reporting requirements under the Exchange Act. At the request of the Depositor, the Servicer shall prepare on behalf of the Issuer any Forms 8-K K, 10-D and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the United States Securities and Exchange Commission (the "“SEC"”) thereunder, and the Servicer shall sign and file (via the SEC's ’s Electronic Data Gathering and Retrieval System) such Forms on behalf of the Depositor. The Depositor hereby grants to the Servicer a limited power of attorney to execute and file each such documents on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Servicer from the Depositor of written termination of such power of attorney and (ii) the termination of the Issuer. Notwithstanding the foregoing, in the event that the SEC does not accept a certification signed by the Depositor where the related Form 10-K is signed by the Servicer on behalf of the Depositor, the Servicer should prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. B. Each Form 810-K D shall be filed by the Servicer within 15 days after each Distribution Date. 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 SEC), if requested by the Depositor, the Servicer shall file a Form 10-K, in substance as required by applicable law or applicable SEC staff's ’s interpretations. Such Form 10-K shall include as exhibits the Servicer's ’s annual statement of compliance described under Section 3.2(a) of the Administration Agreement and the accountant's ’s report described under Section 3.3 of the Administration Agreement, in each case to the extent they have been timely delivered to the Servicer. If they are not so timely delivered, the Servicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Servicer. The Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Servicer's ’s inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. C. The Servicer shall sign a certification (in the form attached hereto as Attachment D or in such other form as may be appropriate or necessary and as may be agreed upon by the Servicer and the Depositor as a result of changes promulgated by the SEC in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Depositor and its officers, directors and Affiliates by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Servicer 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 a breach of the Servicer's ’s obligations under this Section 3.11C or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer 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 a breach of the Servicer's ’s obligations under this Section 3.11C or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable to 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 Servicer on the other in connection with a breach of the Servicer's ’s obligations under this Section 3.11C or the Servicer's ’s negligence, bad faith or willful misconduct in connection therewith. D. Upon any filing with the SEC pursuant to this Section 3.11, the Servicer shall promptly deliver to the Depositor a copy of any such executed report, statement or information.

Securities and Exchange Commission Filings. A. The Servicer shall reasonably cooperate with the Depositor in connection with the Issuer satisfying the reporting requirements under the Exchange Act. At the request of the Depositor, the Servicer shall prepare on behalf of the Issuer any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the United States Securities and Exchange Commission (the "SEC") thereunder, and the Servicer shall sign and file (via the SEC's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Depositor. The Depositor hereby grants to the Servicer a limited power of attorney to execute and file each such documents on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Servicer from the Depositor of written termination of such power of attorney and (ii) the termination of the Issuer. Notwithstanding the foregoing, in the event that the SEC does not accept a certification signed by the Depositor where the related Form 10-K is signed by the Servicer on behalf of the Depositor, the Servicer should prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. B. Each Form 8-K shall be filed by the Servicer within 15 days after each Distribution Date. 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 SEC), if requested by the Depositor, the Servicer shall file a Form 10-K, in substance as required by applicable law or applicable SEC staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.2(a) of the Administration Agreement and the accountant's report described under Section 3.3 of the Administration Agreement, in each case to the extent they have been timely delivered to the Servicer. If they are not so timely delivered, the Servicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Servicer. The Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Servicer's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. C. The Servicer shall sign a certification (in the form attached hereto as Attachment D or in such other form as may be appropriate or necessary and as may be agreed upon by the Servicer and the Depositor as a result of changes promulgated by the SEC in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Depositor and its officers, directors and Affiliates by March 15th ______ of each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Servicer 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 a breach of the Servicer's obligations under this Section 3.11C or the Servicer's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer 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 a breach of the Servicer's obligations under this Section 3.11C or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable to 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 Servicer on the other in connection with a breach of the Servicer's obligations under this Section 3.11C or the Servicer's negligence, bad faith or willful misconduct in connection therewith. D. Upon any filing with the SEC pursuant to this Section 3.11, the Servicer shall promptly deliver to the Depositor a copy of any such executed report, statement or information.

Securities and Exchange Commission Filings. A. The Servicer Subservicer shall reasonably cooperate with the Depositor in connection with the Issuer satisfying the reporting requirements under the Exchange Act. At the request of the Depositor, the Servicer Subservicer shall prepare on behalf of the Issuer any Forms 8-K K, 10-D and 10-K customary for similar securities as required by the Exchange Act and the Rules rules and Regulations regulations of the United States Securities and Exchange Commission (the "SEC") thereunder, and the Servicer Subservicer shall sign and file (via the SECCommission's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Depositor. The Depositor hereby grants to the Servicer Subservicer a limited power of attorney to execute and file each such documents document on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Servicer Subservicer from the Depositor of written termination of such power of attorney and or (ii) the termination of the Issuer. Notwithstanding the foregoing, in the event that the SEC Commission does not accept a certification signed by the Depositor where the related Form 10-K is signed by the Servicer Subservicer on behalf of the Depositor, the Servicer Subservicer should prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. B. Each Form 810-K D shall be filed by the Servicer Subservicer within 15 days after each Distribution Date. Prior On or prior to March 30th 90 days after the end of each fiscal year of the Issuer (or such earlier date as may be required by the Exchange Act and the Rules rules and Regulations regulations of the SECCommission), if requested by the Depositor, the Servicer Subservicer shall file a Form 10-K, in substance as required by applicable law or applicable SEC Commission staff's interpretations. Such Form 10-K shall include as exhibits (i) the Servicer's annual statement of compliance described under Section 7.3 of the Servicing Agreement and Section 3.2(a) of the Administration Agreement and (ii) the accountant's report described under Section 3.3 of the Administration Agreement, in each case to the extent they have been timely delivered to the ServicerSubservicer. If they are not so timely delivered, the Servicer Subservicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the ServicerSubservicer. The Servicer Subservicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the ServicerSubservicer's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. C. The Servicer Subservicer shall sign a certification (in the form attached hereto as Attachment D E or in such other form as may be appropriate or necessary and as may be agreed upon by the Servicer Subservicer and the Depositor as a result of changes promulgated by the SEC Commission in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Depositor and its officers, directors and Affiliates by March 15th 20th of each calendar year commencing in the calendar year of the Effective Date, if prior to March 20th, or the following year, if after March 20th (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Servicer Subservicer 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 a breach of the ServicerSubservicer's obligations under this Section 3.11C 4.11C or the ServicerSubservicer's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer Subservicer 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 a breach of the ServicerSubservicer's obligations under this Section 3.11C 4.11C or the negligence, bad faith or willful misconduct of the Servicer Subservicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Servicer Subservicer agrees that it shall contribute to the amount paid or payable to 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 Servicer Subservicer on the other in connection with a breach of the ServicerSubservicer's obligations under this Section 3.11C 4.11C or the ServicerSubservicer's negligence, bad faith or willful misconduct in connection therewith. D. Upon any filing with the SEC Commission pursuant to this Section 3.114.11, the Servicer Subservicer shall promptly deliver make available to the Depositor a copy of any such executed report, statement or information.

Securities and Exchange Commission Filings. A. The Servicer shall reasonably cooperate with the Depositor in connection with the Issuer satisfying the reporting requirements under the Exchange Act. At the request of the Depositor, the Servicer shall prepare on behalf of the Issuer any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the United States Securities and Exchange Commission (the "SEC") thereunder, and the Servicer shall sign and file (via the SEC's Electronic Data Gathering and Retrieval System) such Forms on behalf of the Depositor. The Depositor hereby grants to the Servicer a limited power of attorney to execute and file each such documents on behalf of the Depositor. Such power of attorney shall continue until the earlier of either (i) receipt by the Servicer from the Depositor of written termination of such power of attorney and (ii) the termination of the Issuer. Notwithstanding the foregoing, in the event that the SEC does not accept a certification signed by the Depositor where the related Form 10-K is signed by the Servicer on behalf of the Depositor, the Servicer should prepare such Form 10-K to be signed by the Depositor and the Depositor shall sign such form. B. Each Form 8-K shall be filed by the Servicer within 15 days after each Distribution Date. 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 SEC), if requested by the Depositor, the Servicer shall file a Form 10-K, in substance as required by applicable law or applicable SEC staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's annual statement of compliance described under Section 3.2(a) of the Administration Agreement and the accountant's report described under Section 3.3 of the Administration Agreement, in each case to the extent they have been timely delivered to the Servicer. If they are not so timely delivered, the Servicer shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Servicer. The Servicer shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Servicer's inability or failure to obtain any information not resulting from its own negligence, willful misconduct or bad faith. C. The Servicer shall sign a certification (in the form attached hereto as Attachment D or in such other form as may be appropriate or necessary and as may be agreed upon by the Servicer and the Depositor as a result of changes promulgated by the SEC in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Depositor and its officers, directors and Affiliates by March 15th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, (i) the Servicer 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 a breach of the Servicer's obligations under this Section 3.11C or the Servicer's negligence, bad faith or willful misconduct in connection therewith, and (ii) the Servicer 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 a breach of the Servicer's obligations under this Section 3.11C or the negligence, bad faith or willful misconduct of the Servicer in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Servicer agrees that it shall contribute to the amount paid or payable to 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 Servicer on the other in connection with a breach of the Servicer's obligations under this Section 3.11C or the Servicer's negligence, bad faith or willful misconduct in connection therewith. D. Upon any filing with the SEC pursuant to this Section 3.11, the Servicer shall promptly deliver to the Depositor a copy of any such executed report, statement or information.'s