Common use of Subservicer Certification Clause in Contracts

Subservicer Certification. The Subservicer shall sign a certification (in the form attached hereto as Exhibit A-3 or in such other form as may be appropriate or necessary and as may be agreed upon by the Subservicer and the Servicer as a result of changes promulgated by the Commission in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Servicer and its officers, directors and Affiliates by March 1st of each year (or if not a Business Day, the immediately preceding Business Day). In addition, the Subservicer shall indemnify and hold harmless the Servicer, the Depositor and their respective 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 Subservicer’s obligations under this Section 11 or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Servicer or the Depositor, then the Subservicer agrees that it shall contribute to the amount paid or payable to the Servicer or the Depositor, as applicable, as a result of the losses, claims, damages or liabilities of such Servicer or Depositor in such proportion as is appropriate to reflect the relative fault of such Subservicer or Depositor on the one hand and the Subservicer on the other in connection with a breach of the Subservicer’s obligations under this Section 11 or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith.

Subservicer Certification. The Subservicer shall sign a certification (in the form attached hereto as Exhibit A-3 or in such other form as may be appropriate or necessary and as may be agreed upon by the Subservicer and the Servicer as a result of changes promulgated by the Commission SEC in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Servicer and its officers, directors and Affiliates by March 1st 15th of each year (or if not a Business Day, the immediately preceding Business Day). In addition, the Subservicer shall indemnify and hold harmless the Servicer, the Depositor and their respective 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 Subservicer’s 's obligations under this Section 11 or the Subservicer’s 's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Servicer or the Depositor, then the Subservicer agrees that it shall contribute to the amount paid or payable to the Servicer or the Depositor, as applicable, as a result of the losses, claims, damages or liabilities of such Servicer or Depositor in such proportion as is appropriate to reflect the relative fault of such Subservicer or Depositor on the one hand and the Subservicer on the other in connection with a breach of the Subservicer’s 's obligations under this Section 11 or the Subservicer’s 's negligence, bad faith or willful misconduct in connection therewith.

Subservicer Certification. The Subservicer shall sign a certification (in the form attached hereto as Exhibit A-3 or in such other form as may be appropriate or necessary and as may be agreed upon by the Subservicer and the Servicer as a result of changes promulgated by the Commission SEC in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Servicer and its officers, directors and Affiliates by March 1st of each year (or if not a Business Day, the immediately preceding Business Day). In addition, the Subservicer shall indemnify and hold harmless the Servicer, the Depositor and their respective 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 Subservicer’s obligations under this Section 11 or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Servicer or the Depositor, then the Subservicer agrees that it shall contribute to the amount paid or payable to the Servicer or the Depositor, as applicable, as a result of the losses, claims, damages or liabilities of such Servicer or Depositor in such proportion as is appropriate to reflect the relative fault of such Subservicer or Depositor on the one hand and the Subservicer on the other in connection with a breach of the Subservicer’s obligations under this Section 11 or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith.

Subservicer Certification. The Subservicer shall sign a certification (in the form attached hereto as Exhibit A-3 or in such other form as may be appropriate or necessary and as may be agreed upon by the Subservicer and the Servicer as a result of changes promulgated by the Commission in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Servicer and its officers, directors and Affiliates by March 1st of each year (or if not a Business Day, the immediately preceding Business Day), commencing in 2011. In addition, the Subservicer shall indemnify and hold harmless the Servicer, the Depositor and their respective 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 Subservicer’s obligations under this Section 11 or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Servicer or the Depositor, then the Subservicer agrees that it shall contribute to the amount paid or payable to the Servicer or the Depositor, as applicable, as a result of the losses, claims, damages or liabilities of such Servicer or Depositor in such proportion as is appropriate to reflect the relative fault of such Subservicer or Depositor on the one hand and the Subservicer on the other in connection with a breach of the Subservicer’s obligations under this Section 11 or the Subservicer’s negligence, bad faith or willful misconduct in connection therewith.

Subservicer Certification. The Subservicer shall sign a certification (in the form attached hereto as Exhibit A-3 or in such other form as may be appropriate or necessary and as may be agreed upon by the Subservicer and the Servicer as a result of changes promulgated by the Commission SEC in the Certification required to be filed with the Form 10-K, which are applicable to the Issuer), for the benefit of the Servicer and its officers, directors and Affiliates by March 1st ___________ of each year (or if not a Business Day, the immediately preceding Business Day). In addition, the Subservicer shall indemnify and hold harmless the Servicer, the Depositor and their respective 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 Subservicer’s 's obligations under this Section 11 or the Subservicer’s 's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Servicer or the Depositor, then the Subservicer agrees that it shall contribute to the amount paid or payable to the Servicer or the Depositor, as applicable, as a result of the losses, claims, damages or liabilities of such Servicer or Depositor in such proportion as is appropriate to reflect the relative fault of such Subservicer or Depositor on the one hand and the Subservicer on the other in connection with a breach of the Subservicer’s 's obligations under this Section 11 or the Subservicer’s 's negligence, bad faith or willful misconduct in connection therewith.