Common use of Statements as to Compliance Clause in Contracts

Statements as to Compliance. (a) Not later than the earlier of (i) March 15 of each year or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, stating (i) a review of the activities of the Servicer during the preceding year and of performance under this Agreement has been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default). (b) Not later than the earlier of (i) March 15 of each year or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, in substantially the form of EXHIBIT E to this Agreement. (c) The Servicer agrees to indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a), each Person, if any, who "controls" the Owner or such other Person within the meaning of the Securities Act of 1933, as amended, and their respective officers, directors, agents and affiliates (collectively, the "Indemnitees") against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnitee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clause (i) or (ii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other.

Statements as to Compliance. (a) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall will deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, stating (i) a review of the activities of the Servicer during the preceding year and of performance under this Agreement has been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, in substantially the form of EXHIBIT E F to this Agreement. (c) The Servicer agrees to indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a), each Person, if any, who "controls" the Owner or such other Person within the meaning of the Securities Act of 1933, as amended, and their respective officers, directors, agents officers and affiliates (collectively, the "Indemnitees") directors against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees such Person may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnitee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clause (i) or (ii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other).

Statements as to Compliance. (a) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall will deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's ’s Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, stating (i) a review of the activities of the Servicer during the preceding year and of performance under this Agreement has been made under such officer's ’s supervision, and (ii) to the best of such officer's ’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's ’s Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, in substantially the form of EXHIBIT E Exhibit D to this Agreement. (c) The Servicer agrees to shall indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a), each Person, if any, who "“controls" ” the Owner or such other Person within the meaning of the Securities Act of 1933, as amended, and their respective present and former officers, directors, agents employees and affiliates (collectively, the "Indemnitees") assignees against any and all losses, penalties, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees such Person may sustain (for avoidance of doubt, including those resulting in amounts payable by such indemnitee to any third party, including affiliates of such indemnitee) arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's ’s Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' ’ statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's ’s Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5). If the indemnification provided for herein in this Section 4.4 is unavailable or insufficient to hold harmless any Indemniteeindemnitee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee such indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee such indemnitee arising out of clause (i) or (ii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee indemnitee on the one hand and the Servicer on the other.

Statements as to Compliance. (a) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall will deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 20032005, stating (i) a review of the activities of the Servicer during the preceding year and of performance under this Agreement has been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 20032005, in substantially the form of EXHIBIT E D to this Agreement. (c) The Servicer agrees to indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a), each Person, if any, who "controls" the Owner or such other Person within the meaning of the Securities Act of 1933, as amended, and their respective officers, directors, agents directors and affiliates (collectively, the "Indemnitees") employees against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees such Person may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' statement and copy of the Management Assertion required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or (iii) any material misstatement or omission contained in the accountants' statement required pursuant to Management Assertion delivered in accordance with Section 4.5. If the indemnification provided for herein is unavailable or insufficient to hold harmless any person indemnified pursuant to this Section 4.4(c) ("Indemnitee"), then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clause (i), (ii) or (iiiii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other. (d) For purposes of paragraph (c), "third party claims" shall include claims brought against an Indemnitee by any agent or affiliate of such Indemnitee where such claims arise out of, or are based on, (A) the failure of the Servicer to deliver or cause to be delivered when required any Officer's Certificate required pursuant to Section 4.4(a) or Section 4.4(b) or the accountant's statement and Management Assertion when required pursuant to Section 4.5 or (B) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's Certificate provided pursuant to Section 4.4(a) or Section 4.4(b), or (C) any material misstatement or omission contained in the Management Assertion delivered in accordance with Section 4.5.

Statements as to Compliance. (a) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall will deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's ’s Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, stating (i) a review of the activities of the Servicer during the preceding year and of performance under this Agreement has been made under such officer's ’s supervision, and (ii) to the best of such officer's ’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's ’s Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, in substantially the form of EXHIBIT E Exhibit F to this Agreement. (c) The Servicer agrees to indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a), each Person, if any, who "“controls" ” the Owner or such other Person within the meaning of the Securities Act of 1933, as amended, and their respective officers, directors, agents officers and affiliates (collectively, the "Indemnitees") directors against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees such Person may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's ’s Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' ’ statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's ’s Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnitee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clause (i) or (ii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other).

Statements as to Compliance. (a) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall will deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 20032004, stating (i) a review of the activities of the Servicer during the preceding year and of performance under this Agreement has been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 20032004, in substantially the form of EXHIBIT E Exhibit D to this Agreement. (c) The Servicer agrees to indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a), each Person, if any, who "controls" the Owner or such other Person within the meaning of the Securities Act of 1933, as amended, and their respective officers, directors, agents and affiliates (collectively, the "Indemnitees") against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnitee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clause (i) or (ii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other.

Statements as to Compliance. (a) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall will deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, stating (i) a review of the activities of the Servicer during the preceding year and of performance under this Agreement has been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, in substantially the form of EXHIBIT E Exhibit F to this Agreement. (c) The Servicer agrees to indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a), each Person, if any, who "controls" the Owner or such other Person within the meaning of the Securities Act of 1933, as amended, and their respective officers, directors, agents officers and affiliates (collectively, the "Indemnitees") directors against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees such Person may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnitee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clause (i) or (ii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other).

Statements as to Compliance. (a) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall will deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) Trustee and the Depositor an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 20032004, stating (i) a review of the activities of the Servicer during the preceding year and of performance under this Agreement has been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) that March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner Trustee and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) the Depositor an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 20032004, in substantially the form of EXHIBIT Exhibit E to this Agreement. (c) The Servicer agrees to indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a)Trustee and the Depositor, each Person, if any, who "controls" the Owner Trustee or such other Person the Depositor, as applicable, within the meaning of the Securities Act of 1933, as amended, and their respective officersofficers and, directors, agents and affiliates directors (collectively, the "Indemnitees") against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5). If the indemnification provided for herein in this Section 4.4 is unavailable or insufficient to hold harmless any Indemnitee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clause (i) or (ii) of the preceding sentence sentence, in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other.

Statements as to Compliance. (a) Not later than the earlier of (i) March 15 10 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall will deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's ’s Certificate for the prior calendar year, beginning with the calendar year ending December 31, 20032006, stating (i) a review of the activities of the Servicer during the preceding year and of performance under this Agreement has been made under such officer's ’s supervision, and (ii) to the best of such officer's ’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) March 15 10 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's ’s Certificate for the prior calendar year, beginning with the calendar year ending December 31, 20032006, in substantially the form of EXHIBIT E Exhibit D to this Agreement. (c) The Servicer agrees to indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a), each Person, if any, who "“controls" ” the Owner or such other Person within the meaning of the Securities Act of 1933, as amended, and their respective officers, directors, agents officers and affiliates (collectively, the "Indemnitees") directors against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees such Person may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's ’s Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' ’ statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's ’s Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5). If the indemnification provided for herein is unavailable or insufficient to hold harmless any person indemnified pursuant to this Section 4.4(c) (“Indemnitee”), then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clause (i) or (ii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other.

Statements as to Compliance. (a) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall will deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's ’s Certificate for the prior calendar year, beginning with the calendar year ending December 31, 20032004, stating (i) a review of the activities of the Servicer during the preceding year and of performance under this Agreement has been made under such officer's ’s supervision, and (ii) to the best of such officer's ’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's ’s Certificate for the prior calendar year, beginning with the calendar year ending December 31, 20032004, in substantially the form of EXHIBIT E Exhibit D to this Agreement. (c) The Servicer agrees to indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a), each Person, if any, who "controls" the Owner or such other Person within the meaning of the Securities Act of 1933, as amended, and their respective officers, directors, agents officers and affiliates (collectively, the "Indemnitees") directors against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees such Person may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's ’s Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' ’ statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's ’s Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5). If the indemnification provided for herein is unavailable or insufficient to hold harmless any person indemnified pursuant to this Section 4.4(c) ("Indemnitee"), then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clause (i) or (ii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other.

Statements as to Compliance. (a) Not The Issuer will deliver to the Administrative Agent, no later than March 31st of each calendar year, so long as any Note is Outstanding (commencing March 31, 2018), an Officer’s Certificate stating, as to the earlier of Authorized Officer signing such Officer’s Certificate, that: (i) March 15 a review of each the activities of the Issuer during the most recently ended fiscal year (or (ii) in the fifteenth day prior to case of the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar fiscal year ending December 31, 20032017, the period from the Closing Date to December 31, 2017) and of performance under this Indenture and the Servicing Agreement has been made under such Authorized Officer’s supervision; and (ii) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has materially complied with all conditions and covenants under this Indenture and the Servicing Agreement throughout such year, or, if there has been a default in its compliance with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof. (b) The Servicer will deliver to the Administrative Agent on or before the one-year anniversary of the Closing Date and on each anniversary thereof so long as any Note is Outstanding, a certificate of an Authorized Officer of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding year and of its performance under this Agreement has been Indenture was made under the supervision of the Authorized Officer signing such officer's supervision, certificate and (iib) to the best of such officer's Authorized Officer’s knowledge, based on such review, the Servicer has fulfilled fully performed in all material respects all of its obligations under this the Servicing Agreement and each other applicable Servicer Transaction Document to which it is a party throughout such year period, or, if there has been a default in the fulfillment performance of any such obligation, specifying each such default known to such officer Authorized Officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) March 15 of each year or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, in substantially the form of EXHIBIT E to this Agreement. (c) The Servicer agrees to indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a), each Person, if any, who "controls" the Owner or such other Person within the meaning of the Securities Act of 1933, as amended, and their respective officers, directors, agents and affiliates (collectively, the "Indemnitees") against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnitee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clause (i) or (ii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other.

Statements as to Compliance. (a) Not The Issuer will deliver to the Administrative Agent, no later than March 31st of each calendar year, so long as any Note is Outstanding (commencing March 31, 2018), an Officer’s Certificate stating, as to the earlier of Authorized Officer signing such Officer’s Certificate, that: (i) March 15 a review of each the activities of the Issuer during the most recently ended fiscal year (or (ii) in the fifteenth day prior to case of the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar fiscal year ending December 31, 2003[2017,] 2018, the period from the Closing Date to December 31, [2017]2018) and of performance under this Indenture and the Servicing Agreement has been made under such Authorized Officer’s supervision; and (ii) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has materially complied with all conditions and covenants under this Indenture and the Servicing Agreement throughout such year, or, if there has been a default in its compliance with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof. (b) The Servicer will deliver to the Administrative Agent on or before the one-year anniversary of the Closing Date and on each anniversary thereof so long as any Note is Outstanding, a certificate of an Authorized Officer of the Servicer stating that (ia) a review of the activities of the Servicer during the preceding year and of its performance under this Agreement has been Indenture was made under the supervision of the Authorized Officer signing such officer's supervision, certificate and (iib) to the best of such officer's Authorized Officer’s knowledge, based on such review, the Servicer has fulfilled fully performed in all material respects all of its obligations under this the Servicing Agreement and each other applicable Servicer Transaction Document to which it is a party throughout such year period, or, if there has been a default in the fulfillment performance of any such obligation, specifying each such default known to such officer Authorized Officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) March 15 of each year or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, in substantially the form of EXHIBIT E to this Agreement. (c) The Servicer agrees to indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a), each Person, if any, who "controls" the Owner or such other Person within the meaning of the Securities Act of 1933, as amended, and their respective officers, directors, agents and affiliates (collectively, the "Indemnitees") against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnitee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clause (i) or (ii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other.

Statements as to Compliance. (a) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall will deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 20032004, stating (i) a review of the activities of the Servicer during the preceding year and of performance under this Agreement has been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 20032004, in substantially the form of EXHIBIT E F to this Agreement. (c) The Servicer agrees to indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a), each Person, if any, who "controls" the Owner or such other Person within the meaning of the Securities Act of 1933, as amended, and their respective officers, directors, agents officers and affiliates (collectively, the "Indemnitees") directors against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees such Person may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnitee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clause (i) or (ii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other).

Statements as to Compliance. (a) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall will deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's ’s Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, stating (i) a review of the activities of the Servicer during the preceding year and of performance under this Agreement has been made under such officer's ’s supervision, and (ii) to the best of such officer's ’s knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's ’s Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, in substantially the form of EXHIBIT E Exhibit D to this Agreement. (c) The Servicer agrees to shall indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a), each Person, if any, who "“controls" ” the Owner or such other Person within the meaning of the Securities Act of 1933, as amended, and their respective present and former officers, directors, agents employees and affiliates (collectively, the "Indemnitees") assignees against any and all losses, penalties, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees such Person may sustain (for avoidance of doubt, including those resulting in amounts payable by such indemnitee to any third party, including affiliates of such indemnitee) arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's ’s Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' ’ statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's ’s Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5). If the indemnification provided for herein in this Section 4.4 is unavailable or insufficient to hold harmless any Indemniteeindemnitee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee such indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee such indemnitee arising out of clause (i) or (ii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee indemnitee on the one hand and the Servicer on the other.

Statements as to Compliance. (a) Not The Issuer will deliver to the Administrative Agent, no later than March 31st of each calendar year, so long as any Note is Outstanding (commencing March 31, 2018April 30, 2019), an Officer’s Certificate stating, as to the earlier of Authorized Officer signing such Officer’s Certificate, that: (i) March 15 a review of each the activities of the Issuer during the most recently ended fiscal year (or in the case of the fiscal year ending DecemberJanuary 31, 2017,2019, the period from the Closing Date to DecemberJanuary 31, 20172019) and of performance under this Indenture and the Servicing Agreement has been made under such Authorized Officer’s supervision; and (ii) the fifteenth day prior to the date best of such Authorized Officer’s knowledge, based on such review, the Owner is required to make its annual report to Issuer has materially complied with all conditions and covenants under this Indenture and the SEC (in each caseServicing Agreement throughout such year, or, if there has been a default in its compliance with any such day is not a Business Daycondition or covenant, specifying each such default known to such Authorized Officer and the next succeeding Business Day), the nature and status thereof. (b) The Servicer shall will deliver to the Owner andAdministrative Agent on or before the one-year anniversary of the Closing Date and on each anniversary thereof so long as any Note is Outstanding, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) certificate of an Officer's Certificate for Authorized Officer of the prior calendar year, beginning with the calendar year ending December 31, 2003, Servicer stating that (ia) a review of the activities of the Servicer during the preceding year and of its performance under this Agreement has been Indenture was made under the supervision of the Authorized Officer signing such officer's supervision, certificate and (iib) to the best of such officer's Authorized Officer’s knowledge, based on such review, the Servicer has fulfilled fully performed in all material respects all of its obligations under this the Servicing Agreement and each other applicable Servicer Transaction Document to which it is a party throughout such year period, or, if there has been a default in the fulfillment performance of any such obligation, specifying each such default known to such officer Authorized Officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) March 15 of each year or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 2003, in substantially the form of EXHIBIT E to this Agreement. (c) The Servicer agrees to indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a), each Person, if any, who "controls" the Owner or such other Person within the meaning of the Securities Act of 1933, as amended, and their respective officers, directors, agents and affiliates (collectively, the "Indemnitees") against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the Xxxxxxxx-Xxxxx Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5. If the indemnification provided for herein is unavailable or insufficient to hold harmless any Indemnitee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clause (i) or (ii) of the preceding sentence in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other.

Statements as to Compliance. (a) Not later than the earlier of (i) March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), the Servicer shall will deliver to the Owner and, with respect to any Mortgage Loans subject to a Pass-Through Transfer, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) Trustee and the Depositor an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 20032004, stating (i) a review of the activities of the Servicer during the preceding year and of performance under this Agreement has been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under this Agreement throughout such year or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof (which status should include the action being taken by the Servicer to cure such default)thereof. (b) Not later than the earlier of (i) that March 15 of each year (or (ii) the fifteenth day prior to the date the Owner is required to make its annual report to the SEC (in each case, if such day is not a Business Day, the next succeeding Business Day), with respect to any Mortgage Loans subject to a Pass-Through Transfer, the Servicer will deliver to the Owner Trustee and each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a) the Depositor an Officer's Certificate for the prior calendar year, beginning with the calendar year ending December 31, 20032004, in substantially the form of EXHIBIT Exhibit E to this Agreement. (c) The Servicer agrees to indemnify and hold harmless each of the Owner, each other Person entitled to receive servicing reports provided pursuant to Section 3.2(a)Trustee and the Depositor, each Person, if any, who "controls" the Owner Trustee or such other Person the Depositor, as applicable, within the meaning of the Securities Act of 1933, as amended, and their respective officersofficers and, directors, agents and affiliates directors (collectively, the "Indemnitees") against any and all losses, damages, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnitees may sustain arising out of third party claims based on (i) the failure of the Servicer to deliver or cause to be delivered when required any Officer's Certificate required pursuant to Section 4.4(a) or Section 4.4(b), or the accountants' statement required pursuant to Section 4.5, or (ii) any material misstatement or omission in any certification pursuant to Section 302(a) of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2002 and Rules 13a-14 and 15d-14 promulgated by the Securities xxx Xxxxxxxxxx and Exchange Commission thereunder made in reliance on any material misstatement or omission contained in any Officer's Certificate provided pursuant to Section 4.4(a) or Section 4.4(b) or the accountants' statement required pursuant to Section 4.5). If the indemnification provided for herein in this Section 4.4 is unavailable or insufficient to hold harmless any Indemnitee, then the Servicer agrees that it shall contribute to the amount paid or payable by the Indemnitee as a result of the losses, claims, damages or liabilities of the Indemnitee arising out of clause (i) or (ii) of the preceding sentence sentence, in such proportion as is appropriate to reflect the relative fault of the Indemnitee on the one hand and the Servicer on the other.