Reporting Requirements of the Commission and Indemnification Sample Clauses

Reporting Requirements of the Commission and Indemnification. Notwithstanding any other provision of this Agreement, the Servicer (i) agrees to negotiate in good faith any amendment or modification (including an indemnification agreed to in connection therewith) to this Agreement as may be necessary, in the judgment of the Depositor and its counsel (as evidenced by an opinion of such counsel addressed to the Servicer), to comply with any rules promulgated by the U.S. Securities and Exchange Commission (the “Commission”) and any interpretations thereof by the staff of the Commission (collectively, “SEC Rules”) and (ii) with reasonable notice and upon written request, provide to the Depositor for inclusion in any periodic report required to be filed under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), such items of information regarding this Agreement and matters related to the Servicer, including as applicable (by way of example and not limitation), a description of any material litigation or governmental action or proceeding involving the Servicer or its affiliates (collectively, the “Servicer Information”), provided that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor and its counsel (as evidenced by an opinion of such counsel addressed to the Servicer) to be necessary to comply with any SEC Rules.

Reporting Requirements of the Commission and Indemnification. Notwithstanding any other provision of this Agreement, the Owner Trustee shall (i) agree to such modifications and enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor and its counsel, to comply with any rules promulgated by the Commission and any interpretations thereof by the staff of the Commission (collectively, “SEC Rules”) and (ii) promptly upon request provide to the Depositor for inclusion in any periodic report required to be filed under the Exchange Act such items of information regarding this Agreement and matters related to the Owner Trustee, including as applicable (by way of example and not limitation), a description of any material litigation or governmental action or proceeding involving the Owner Trustee or its affiliates, as applicable (collectively, the “Owner Trustee Information”); provided, that such information shall be required to be provided by the Owner Trustee only to the extent that such shall be determined by the Depositor in its sole discretion and its counsel to be necessary or advisable to comply with any SEC Rules.

Reporting Requirements of the Commission and Indemnification. Notwithstanding any other provision of this Agreement, to the extent that, following the Closing Date, the contents of Forms 8-K, 10-K or other Forms required by the Exchange Act and the rules and regulations of the Commission, or the time by which such Forms are required to be filed, differ from the provisions of this Agreement, the Administrator hereby agrees that it shall reasonably cooperate to amend the provisions of this Agreement (in accordance with Section 10.1) in order to comply with such amended reporting requirements. Any such amendment to this Agreement may result in the reduction or increase of the reports filed under the Exchange Act. Notwithstanding the foregoing, the Administrator shall not be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations and immunities under this Agreement.

Reporting Requirements of the Commission and Indemnification. (a) On or before March 1 of each calendar year, the Indenture Trustee shall deliver to the Master Servicer and the Depositor a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of the fiscal year ending no later than December 31 of the year prior to the year of delivery of the report, with respect to asset-backed security transactions taken as a whole in which the Master Servicer is performing any of the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)) that it is performing pursuant to its obligations under this Agreement, and that are backed by the same asset type backing such asset-backed securities. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)). (b) On or before March 1 of each calendar year, the Indenture Trustee shall deliver to the Master Servicer and the Depositor a report by a registered public accounting firm that attests to, and reports on, the assessment made by the Indenture Trustee pursuant to subsection (a) above. Each such report shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board. (c) The Indenture Trustee shall notify the Master Servicer and the Depositor (i) of any legal proceedings pending against the Indenture Trustee of the type described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Indenture Trustee shall become (but only to the extent not previously disclosed) at any time an affiliate of any of the Sponsor, the Issuer, the Owner Trustee, the Administrator, the Master Servicer, any Servicer, any Originator contemplated by Item 1110 (§ 229.1110) of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any enhancement or support provider contemplated by Items 1114 or 1115 (§§ 229.1114-1115) of Regulation AB or any other material party to the Trust Fund contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of Regulation AB, as applicable. (d) The Indenture Trustee hereby agrees to indemnify and hold harmless the Depositor, its respective officers and directors and each person, if any, who controls the Depositor or Master Servicer within the meaning of Section 15 of the Securities Act, or Section 20 of the Exchange Act, from and against any and...

Reporting Requirements of the Commission and Indemnification. Notwithstanding any other provision of this Agreement, the Owner Trustee shall (i) agree to such modifications and enter into such amendments to this Agreement as may be necessary, in the judgment of the Depositor and its counsel, to comply with any rules promulgated by the Commission and any interpretations thereof by the staff of the Commission (collectively, "SEC Rules").

Reporting Requirements of the Commission and Indemnification. (a) [On or before March 1 of each calendar year, the Administrator shall deliver to the Master Servicer, the Servicer, the Subservicer and the Depositor a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Administrator, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)).] (b) [On or before March 1 of each calendar year, the Administrator shall deliver to the Master Servicer, the Servicer, the Subservicer and the Depositor a report by a registered public accounting firm that attests to, and reports on, the assessment made by the Administrator pursuant to subsection (a) above. Each such report shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.]

Reporting Requirements of the Commission and Indemnification. Notwithstanding any other provision of this Agreement, the Servicer (i) agrees to negotiate in good faith any amendment or modification (including an indemnification agreed to in connection therewith) to this Agreement as may be necessary, in the judgment of the Depositor and its counsel (as evidenced by an opinion of such counsel addressed to the Servicer), to comply with any rules promulgated by the U.S. Securities and Exchange Commission (the “Commission”) and any interpretations thereof by the staff of the Commission (collectively, “SEC Rules”) and (ii) with reasonable notice and upon written request, provide to the Depositor for inclusion in any periodic report required to be filed under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), such items of information regarding this Agreement and matters related to the Servicer, including as applicable (by way of example and not limitation), a description of any material litigation or governmental action or proceeding involving the Servicer or its affiliates (collectively, the “Servicer Information”), provided, that such information shall be required to be provided by the Servicer only to the extent that such shall be determined by the Depositor and its counsel (as evidenced by an opinion of such counsel addressed to the Servicer) to be necessary to comply with any SEC Rules. 20. Section 12.18 (Exhibits) and Section 12.19 (General Interpretive Principles) are renumbered Sections 12.20 and Section 12.21, respectively. Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files. Section 2.02 Books and Records; Transfers of Mortgage Loans. Section 2.03 Delivery of Documents.

Reporting Requirements of the Commission and Indemnification. (a) [On or before March 1 of each calendar year, the Securities Administrator and the Trustee shall each deliver to the Master Servicer, the Servicer[s][, the Subservicer] and the Depositor a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Securities Administrator and the Trustee, as applicable, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)).] (b) [On or before March 1 of each calendar year, the Securities Administrator and the Trustee shall each deliver to the Master Servicer, the Servicer[s][, the Subservicer] and the Depositor (and in the case of the Trustee, to the Securities Administrator) a report by a registered public accounting firm that attests to, and reports on, the assessment made by such asserting party pursuant to subsection (a) above. Each such report shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.]

Reporting Requirements of the Commission and Indemnification. (a) [On or before March 1 of each calendar year, the Administrator shall deliver to the Master Servicer, the Servicer, the Subservicer and the Depositor a report regarding its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB (§ 229.1122(d)), as of and for the period ending the end of each fiscal year, with respect to asset-backed security transactions taken as a whole involving the Administrator, and that are backed by the same asset type as the Mortgage Loans. Each such report shall include all of the statements required under paragraph (a) of Item 1122 of Regulation AB (§ 229.1122(a)).] (b) [On or before March 1 of each calendar year, the Administrator shall deliver to the Master Servicer, the Servicer, the Subservicer and the Depositor a report by a registered public accounting firm that attests to, and reports on, the assessment made by the Administrator pursuant to subsection (a) above. Each such report shall be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.]