Common use of Filing Requirements Clause in Contracts

Filing Requirements. (i) The Master Servicer, the Special Servicer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction of the Trust Fund’s reporting requirements under the Exchange Act. Pursuant to Sections 8.17(i), 8.17(j) and 8.17(k) below, the Trustee shall prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act and the rules and regulations of the Commission thereunder, in order to permit the timely filing thereof, and the Trustee shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor. (ii) In the event that the Trustee is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Trustee will promptly on the day such filing would be required to be made (and in any event prior to 1:00 p.m. New York time on such day) notify the Depositor and, to the extent such party failed to provide any required disclosure information, the Master Servicer and/or the Special Servicer, of such inability to make a timely filing with the Commission. In the case of Form 10-D and 10-K, the Depositor, Master Servicer, Special Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act within the time period required under such Rule. In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust Fund. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee will notify the Depositor and any other parties as needed and such parties agree to cooperate to prepare any necessary 8-K/A, 10-D/A or 10-K/A; provided however, the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the timely preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is dependent on such parties performing their duties under this Section. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.

Filing Requirements. (ia) The Master ServicerIn consideration for each Co-Investor’s willingness to enter into this Agreement, AE Industrial shall take full responsibility to ensure each Co-Investor’s compliance with any reporting obligations under any applicable United States law or regulation (including, without limitation, the Special Servicer preparation and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction filing of any filings required under Section 13 or Section 16 of the Trust Fund’s reporting requirements under the Exchange Act. Pursuant to Sections 8.17(i), 8.17(j) and 8.17(k) below, the Trustee shall prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Securities Exchange Act and the rules and regulations of the Commission thereunder1934, in order to permit the timely filing thereofas amended, and the Trustee shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such including Schedules 13D or 13G, Forms executed by the Depositor. (ii) In the event that the Trustee is unable to timely file with the Commission all 3 or 4, or any required portion similar requirements) which such Co-Investor shall become subject to by virtue of its participation in this Agreement (except with respect to any Co-Investor that has notified AE Industrial in writing of its intent to make any such filings or reports separately). Each Co-Investor participating in a joint report or filing with AE Industrial and/or any other Co-Investor shall have no responsibility or liability for the preparation, filing, or accuracy of any Form 8such reports or filings, except to the extent of information provided in writing by Co-KInvestor for inclusion therein and AE Industrial shall defend, 10indemnify and hold harmless each Co-D or 10-K required Investor (and each Indemnified Parties as defined below) for any Actions (as defined below) arising from the failure of AE Industrial to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines comply with its covenants set forth in this Agreement, the Trustee will promptly on the day such filing would Section 12(a); provided that AE Industrial shall not be required to be made (and in indemnify any event prior to 1:00 p.m. New York time on such day) notify the Depositor and, Co-Investor to the extent any Action results primarily from such party failed Co-Investor’s failure to comply with its obligations under this Agreement or such Co-Investor shall have engaged in willful misconduct or acted in bad faith with respect to its obligations hereunder or the transactions contemplated hereby. The Investor Group Representative shall provide copies of any required disclosure informationjoint filings or reports to each Co-Investor with reasonable time for review and comment prior to any such filing. (b) Additionally, the Master Servicer and/or Investor Group Representative shall provide to each Co-Investor, in writing by email, on a quarterly basis (or at such other intervals as may be reasonably requested by any Co-Investor): (i) the Special Serviceraggregate number of shares of Common Stock Beneficially Owned by the Investor Group (including a breakdown of shares held by each Co-Investor and AE Industrial, respectively), (ii) the ownership ratios of such inability to make a timely filing with each Co-Investor and AE Industrial, respectively, and (iii) the Commission. In total number of outstanding shares of Common Stock of the Company, in each case reported as of the date of the number of outstanding Common Stock as set forth on the cover page of the Company’s most recently filed Quarterly Report on Form 10-D and Q or Annual Report on Form 10-K, the Depositor, Master Servicer, Special Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to Rule 12b-25 within five business days of the Exchange Act within the time period required under such Rule. In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust Fundfiling. In the event that of an acquisition or disposition of one percent or more of the outstanding Common Stock by any previously filed Form 8-K, 10-D or 10-K needs to be amendedof the AE Industrial Holders, the Trustee will notify Investor Group Representative shall provide, within one business day of such acquisition or disposition, the Depositor and any other parties information described in clauses (i) – (iii) as needed and of such parties agree to cooperate to prepare any necessary 8-K/A, 10-D/A the date of such acquisition or 10-K/Adisposition; provided howeverthat if such acquisition or disposition would not reasonably be expected to result in any reporting obligation for a Co-Investor, the Trustee will not be required Investor Group Representative may defer the delivery of such information to notify the Depositor or any other party hereto quarterly notification described in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by the Depositorpreceding sentence. The parties to this Agreement acknowledge that Investor Group Representative shall also provide such other information as may be reasonably requested by any Co-Investor in connection with its obligations under Section 13 of the timely preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is dependent on such parties performing their duties under this Section. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductExchange Act.

Filing Requirements. (A) Within twenty (20) days after the Closing, the Company will file with the Commission a Registration Statement on Form 8-A under the 1934 Act registering the Common Stock, and use its best efforts to cause such registration statement to become and remain effective. (B) From the date of this Agreement and until the earliest of (i) The Master Servicer, the Special Servicer and date which is one year after the Trustee date (the “Last Exercise Date”) on which the Warrants have been exercised in full other than by way of a cashless exercise (which Last Exercise Date shall reasonably cooperate with be deemed to occur no later than the Depositor in connection with the satisfaction of the Trust Fund’s reporting requirements under the Exchange Act. Pursuant to Sections 8.17(iWarrant Expiration Date), 8.17(j) and 8.17(k) below, the Trustee shall prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act and the rules and regulations of the Commission thereunder, in order to permit the timely filing thereof, and the Trustee shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor., (ii) In the event date on which all of the Purchased Shares and the Warrant Shares have been resold or transferred by all the Subscribers pursuant to the Registration Statement provided, however, that if any outstanding Warrant may still be exercised, such date shall not be determined until the Trustee is unable earlier of the date such Warrants have been exercised in full or the Warrant Expiration Date, or (iii) the date on which all of the Purchased Shares and the Warrant Shares which were issued upon exercise of the Warrants other than by way of cashless exercise may be resold or transferred pursuant to Rule 144, without regard to volume limitations; provided, however, that if any outstanding Warrant may still be exercised, such date shall not be determined until the earlier of the date such Warrants have been exercised in full or the Warrant Expiration Date, the Company will (A) cause its Common Stock to continue to be registered under Section 12(g) of the 1934 Act, (B) comply in all material respects with its reporting and filing obligations under the 1934 Act, (C) voluntarily comply with all reporting requirements that are applicable to an issuer with a class of shares registered pursuant to Section 12(g) of the 1934 Act, and (D) comply with all requirements related to any registration statement filed pursuant to this Agreement. The Company will use its commercially reasonable efforts not to take any action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until two years after the Closing Date. Until the earlier of the resale of the Purchased Shares and the Warrant Shares by each Subscriber or two years after the Warrants have been exercised, the Company will use its commercially reasonable efforts to continue the listing or quotation of the Common Stock on a Principal Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market. The Company agrees to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Trustee will promptly on the day such filing would be required to be made (and in any event prior to 1:00 p.m. New York time on such day) notify the Depositor and, to the extent such party failed to provide any required disclosure information, the Master Servicer and/or the Special Servicer, of such inability to make a timely filing with the Commission. In the case of Form 10-D and 10-K, the Depositor, Master Servicer, Special Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act within the time period required under such Rule. In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust Fund. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee will notify the Depositor and any other parties as needed and such parties agree to cooperate to prepare any necessary 8-K/A, 10-D/A or 10-K/A; provided however, the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the timely preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is dependent on such parties performing their duties under this Section. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure the Securities if required under Regulation D and to properly prepare, arrange for execution and/or timely file any provide a copy thereof to each Subscriber promptly after such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconductfiling.

Filing Requirements. (i) The Master Servicer, the Special Servicer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction of the Trust FundTrust’s reporting requirements under the Exchange Act. Pursuant to Sections 8.17(i), 8.17(j) and 8.17(k) below, the Trustee shall prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act and the rules and regulations of the Commission thereunder, in order to permit the timely filing thereof, and the Trustee shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor. (ii) In the event that the Trustee is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Trustee will promptly on the day such filing would be required to be made (and in any event prior to 1:00 p.m. New York time on such day) notify the Depositor and, to the extent such party failed to provide any required disclosure information, the Master Servicer and/or the Special Servicer, of such inability to make a timely filing with the Commission. In the case of Form 10-D and 10-K, the Depositor, Master Servicer, Special Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act within the time period required under such Rule. In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the DepositorInformation, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust Fund. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee will notify the Depositor and any other parties as needed and such parties agree to cooperate to prepare any necessary 8-K/A, 10-D/A or 10-K/A; provided however, however that the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the timely preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is dependent on such parties performing their duties under this Section. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.

Filing Requirements. (i) The Master Servicer, the Special Servicer Servicer, the Trustee and the Co-Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction of the Trust Fund’s reporting requirements under the Exchange Act. Pursuant to Sections 8.17(i8.18(h), 8.17(j8.18(i) and 8.17(k8.18(j) below, the Trustee shall prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act and the rules and regulations of the Commission thereunder, in order to permit the timely filing thereof, and the Trustee shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor. (iii) In the event that the Trustee is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Trustee will promptly on the day such filing would be required to be made (and in any event prior to 1:00 p.m. New York time on such day) notify the Depositor and, to the extent such party failed to provide any required disclosure information, the Master Servicer and/or the Special Servicer, of such inability to make a timely filing with the Commission. In the case of Form 10-D and 10-K, the Depositor, Master Servicer, Special Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act within the time period required under such Rule. In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust Fund. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee will notify the Depositor and any other parties as needed and such parties agree to cooperate to prepare any necessary 8-K/A, 10-D/A or 10-K/A; provided however, however that the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the timely preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is dependent on such parties performing their duties under this Section. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.

Filing Requirements. (i) The Master Servicer, the Special Servicer and the Trustee shall reasonably cooperate with the Depositor (and the depositor of any Other Securitization) in connection with the satisfaction of the Trust Fund’s 's reporting requirements under the Exchange Act. Pursuant to Sections 8.17(i8.17(f), 8.17(j8.17(g) and 8.17(k8.17(h) below, the Trustee shall prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act and the rules and regulations of the Commission thereunder, in order to permit the timely filing thereof, and the Trustee shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor. (ii) In the event that the Trustee is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Trustee will promptly on the day such filing would be required to be made (and in any event prior to 1:00 p.m. New York time on such day) notify the Depositor and, to the extent such party failed to provide any required disclosure information, the Master Servicer and/or the Special Servicer, of such inability to make a timely filing with the Commission. In the case of Form 10-D and 10-K, the Depositor, Master Servicer, Special Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act within the time period required under such Rule. In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust Fund. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee will notify the Depositor and any other parties as needed and such parties agree to cooperate to prepare any necessary 8-K/A, 10-D/A or 10-K/A; provided however, the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the timely preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is dependent on such parties performing their duties under this Section. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s 's inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.

Filing Requirements. (i) The Master Servicer, the Special Servicer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction of the Trust Fund’s Trust's reporting requirements under the Exchange Act. Pursuant to Sections 8.17(i), 8.17(j) and 8.17(k) below, the The Trustee shall prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act and the rules and regulations of the Commission thereunder, in order to permit the timely filing thereof, and the Trustee shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor. (ii) In the event that the Trustee is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Trustee will promptly on the day such filing would be required to be made (and in any event prior to 1:00 p.m. New York time on such day) immediately notify the Depositor and, to the extent such party failed to provide any required disclosure information, the and Master Servicer and/or the Special Servicer, of such inability to make a timely filing with the Commission. In the case of Form 10-D and 10-K, the Depositor, Master Servicer, Special Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act within the time period required under such RuleAct. In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the DepositorInformation, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust Fund. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee will notify the Depositor Depositor, the Master Servicer and any other parties as needed the Special Servicer and such parties agree to cooperate to prepare any necessary 8-K/A, 10-D/A or 10-K/A; provided however, however that the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the timely preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is dependent on such parties performing their duties under this Section. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-2515, Form 15 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s 's inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-2515, Form 15 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.

Filing Requirements. (i) The Master Servicer, the Special Servicer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction of the Trust FundTrust’s reporting requirements under the Exchange Act. Pursuant to Sections 8.17(i), 8.17(j) and 8.17(k) below, the The Trustee shall prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act and the rules and regulations of the Commission thereunder, in order to permit the timely filing thereof, and the Trustee Paying Agent shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor. (ii) In the event that the Trustee is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Trustee will promptly on the day such filing would be required to be made (and in any event prior to 1:00 p.m. New York time on such day) immediately notify the Depositor and, to the extent such party failed to provide any required disclosure information, the and Master Servicer and/or the Special Servicer, of such inability to make a timely filing with the Commission. In the case of Form 10-D and 10-K, the Depositor, Master Servicer, Special Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act within the time period required under such RuleAct. In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the DepositorInformation, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust Fund. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee will notify the Depositor Depositor, the Master Servicer and any other parties as needed the Special Servicer and such parties agree to cooperate to prepare any necessary 8-K/A, 10-D/A or 10-K/A; provided however, however that the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the timely preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is dependent on such parties performing their duties under this Section. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-2515, Form 15 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-2515, Form 15 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.

Filing Requirements. (i) The Master Servicer, the Special Servicer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction of the Trust Fund’s Trust's reporting requirements under the Exchange Act. Pursuant to Sections 8.17(i), 8.17(j) and 8.17(k) below, the Trustee shall prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act and the rules and regulations of the Commission thereunder, in order to permit the timely filing thereof, and the Trustee shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor. (ii) In the event that the Trustee is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Trustee will promptly on the day such filing would be required to be made (and in any event prior to 1:00 p.m. New York time on such day) notify the Depositor and, to the extent such party failed to provide any required disclosure information, the Master Servicer and/or the Special Servicer, of such inability to make a timely filing with the Commission. In the case of Form 10-D and 10-K, the Depositor, Master Servicer, Special Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act within the time period required under such Rule. In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the DepositorInformation, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust Fund. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee will notify the Depositor and any other parties as needed and such parties agree to cooperate to prepare any necessary 8-K/A, 10-D/A or 10-K/A; provided however, however that the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the timely preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is dependent on such parties performing their duties under this Section. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s 's inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct.

Filing Requirements. (i) The Master Servicer, the Special Servicer and the Trustee shall reasonably cooperate with the Depositor (and the depositor of any Other Securitization) in connection with the satisfaction of the Trust Fund’s reporting requirements under the Exchange Act. Pursuant to Sections 8.17(i8.17(h), 8.17(j8.17(i) and 8.17(k8.17(j) below, the Trustee shall prepare for execution by the Depositor any Forms 8-K, 10-D and 10-K required by the Exchange Act and the rules and regulations of the Commission thereunder, in order to permit the timely filing thereof, and the Trustee shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor. (iii) In the event that the Trustee is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Trustee will promptly on the day such filing would be required to be made (and in any event prior to 1:00 p.m. New York time on such day) notify the Depositor and, to the extent such party failed to provide any required disclosure information, the Master Servicer and/or the Special Servicer, of such inability to make a timely filing with the Commission. In the case of Form 10-D and 10-K, the Depositor, Master Servicer, Special Servicer and Trustee will cooperate to prepare and file a Form 12b-25 and a 10-D/A and 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act within the time period required under such Rule. In the case of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust Fund. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the Trustee will notify the Depositor and any other parties as needed and such parties agree to cooperate to prepare any necessary 8-K/A, 10-D/A or 10-K/A; provided however, the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the timely preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is dependent on such parties performing their duties under this Section. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Trustee’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25, Form 15 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct. (ii) With respect to each Significant Obligor, the Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor (as well as any depositor of a commercial mortgage securitization trust in which a related Companion Loan has been deposited, if any) under the Exchange Act) to obtain the periodic financial statements of the Mortgagor from the related Mortgagor if such Significant Obligor relates to a Mortgage Loan serviced by the Master Servicer, in each case, by the delivery deadlines under the related Mortgage Loan documents (which for the avoidance of doubt is on or before the 45th day after the end of each fiscal quarter (based on such Borrower’s fiscal year (which is defined in such loan agreement as each twelve month period commencing on January 1 and ending on December 31)), except for the last fiscal quarter of each year for which delivery will not be required to be delivered prior to March 1 of the following year). The Master Servicer shall deliver to the Trustee any net operating income for the Significant Obligor that, with respect to any Significant Obligor related to a Mortgage Loan that is serviced by the Master Servicer (if any), is received from the related Mortgagor (the “Mortgagor Provided Net Operating Income”), in each case indicating that such net operating income was provided by the related Mortgagor. The Master Servicer shall also forward (and, with respect to any Specially Serviced Mortgage Loan related to a Significant Obligor, the Special Servicer shall use commercially reasonable efforts to cooperate with the Master Servicer to forward) financial information of the related Mortgagor in form and substance satisfactory to comply with Item 6 of Form 10-D to the Depositor and any depositor and master servicer of a commercial mortgage securitization trust in which a related Pari Passu Companion Loan has been deposited, if any, and to the Trustee by updating the following columns of the CMSA Loan Periodic Update File: BB, BP, BT and BU (corresponding fields 54 – “Preceding Fiscal Year NOI”, 68 – “Most Recent NOI”, 72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”), as such column references and field numbers may change from time to time, for the Distribution Date immediately following the process for delivery of financial statements as provided in Section 3.12, within 30 days after receipt from the related Mortgagor (the “Servicer Provided Net Operating Income”). The Master Servicer shall retain written evidence of each instance in which it attempts to contact the related Mortgagor if such Significant Obligor relates to a Mortgage Loan serviced by the Master Servicer to obtain the periodic financial statements and is unsuccessful and, within five Business Days prior to the date in which a Form 10-D is required to be filed by the Trust Fund (or any other commercial mortgage securitization trust in which a related Pari Passu Companion Loan has been deposited, if any), shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Trustee and the Depositor (and the depositor and master servicer of a commercial mortgage securitization trust in which a related Pari Passu Companion Loan has been deposited, if any). This Officer’s Certificate should be addressed to the Trustee as follows: W▇▇▇▇ Fargo Bank, N.A., 9▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: SEC Reporting Group, or e-mailed to c▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇.