Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable: (a) TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Party A A correct, complete and duly executed IRS (i) Upon entering into this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrect. (b) Other documents to be delivered are:- PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A Either (1) a signature booklet containing The earlier of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. other party.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar4), Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar4)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(iSection 4(a) and (ii)of this Agreement, each party agrees to deliver the following documents, documents as applicable:
(a) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: ================================================================================ PARTY REQUIRED TO | | DATE BY WHICH TO DELIVER DOCUMENT | FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO | BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- --------------------|--------------------------------|-------------------------- Party A A correct, complete and duly executed IRS A/Party B | Any document required | Promptly upon the | or reasonably | earlier of (i) Upon entering into this Agreement, | requested to allow the | reasonable demand by | other party to make | the other party and | payments under the | (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that | Agreement without any | the form or document | deduction or | is required | withholding for or on | | account of any Tax, or | | with such Form previously provided by Party A has become obsolete deduction or incorrect. Party B (i) A correct| | withholding at a | | reduced rate, complete and duly executed (a) With respect or to clause (i) | | enable the relevant | | party to claim back or | | be refunded for any | | amount of the adjacent IRS Form W-9 (Tax so | | withheld or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental deducted | | where such relevant | | party received a | | payment under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this | | Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date net of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrect.| | Tax | ================================================================================
(b) Other documents to be delivered are:- are: PARTY REQUIRED FORM/ DATE BY WHICH COVERED BY TO DELIVER DOCUMENT/ TO BE SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- --------------- -------------------- ------------------- -------------- Party A Either (1) a signature booklet containing The earlier A/Party B Certificate or other At the execution of Yes documents evidencing this Agreement, and, the authority of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction if a Confirmation so party entering into requires it on or Party B ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions of before the type contemplated by date set the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider persons acting forth therein on behalf of such party (including any incumbency certificates delivered in connection with the execution of the Trust Deed) Party A/Party B Legal Opinions in At the execution of No the form reasonably satisfactory in form and substance this Agreement acceptable to the other party. party Party B An executed copy of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the Upon execution of No and Document specified in Part 4 of this the Trust Deed this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. other party.
Appears in 2 contracts
Samples: Class B Swap Agreement (Gracechurch Receivables Trustee LTD), Swap Transaction Confirmation (Gracechurch Receivables Trustee LTD)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii)) of this Agreement, each party agrees to deliver the following documents, as applicable:
(a) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Party A A correctand Party B shall promptly deliver to the other party (or as directed) any form or document accurately completed and in a manner reasonably satisfactory to the other party that may be required or reasonably requested in order to allow the other party to make a payment under a Transaction without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate, complete and duly executed IRS (i) Upon entering into this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrectother party.
(b) Other documents to be delivered are:- are: PARTY REQUIRED TO FORM/DOCUMENT/ COVERED BY TO DELIVER SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION OF THIS AGREEMENT ----------------- -------------- ------------------------------------------- ---------------------------------------------- -------------- ----------------------------- -------------------------------- Party A Either (1) a signature booklet containing The earlier and Party B Evidence of the fifth Business Day authority of the As soon as practicable after Yes and secretary's certificate and resolutions the Trade Date signatories of the first Transaction or Party B ("authorizing resolutions") authorizing the upon this Agreement execution of this Agreement and the including specimen signatures of first Confirmation of a Transaction such signatories. and, if requested, as deemed party soon as practicable after execution of any Confirmation of any other Transaction. Party A An opinion of counsel addressed to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory No Party B in form and substance reasonably acceptable to the other party. Party B. Party B An executed copy opinion of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party B's counsel No addressed to Party A in form and substance reasonably acceptable to Party A. Party B A duly executed copy certificate of the Credit Support As soon as practicable after Yes secretary or assistant secretary of the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED TO FORM/DOCUMENT/ COVERED BY TO DELIVER SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION OF THIS AGREEMENT ----------------- -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion ----------------------------- -------------------------------- Owner Trustee of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form certifying the name and substance true signature of each person authorized to execute this Agreement and enter into Transactions for Party B. Party B A duly executed copy of the this Agreement. other partyYes Indenture.
Appears in 1 contract
Samples: Isda Schedule to Master Agreement (Vw Credit Leasing LTD)
Agreement to Deliver Documents. (a) For the purpose of Sections Section 4(a)(i) and (ii), each party agrees to deliver the following tax forms, documents, as applicable:
(a) TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREor certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DOCUMENT/ DATE BY WHICH TO DELIVER DOCUMENT CERTIFICATE BE DELIVERED ----------------- -------------- ------------------------------------------- ---------------------------------------------- ---------------- Party A A correct, complete and duly executed IRS U.S. Internal Upon the execution and delivery of this Agreement Revenue Service Form W-9 (ior successor thereto) Upon entering into that establishes an exemption from deduction or withholding obligation on payments to Party A under this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause U.S. Internal Revenue (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than Before the first Payment Date of under this Transaction; Service Form X-0, X-0XXX, X-0XXX, or W-8IMY, with Agreement, (bii) in the case of a U.S. Internal appropriate attachments, as applicable, or any other or Revenue Service Form W-8ECI, W-8IMY, and W-8BEN that successor form, in each case that establishes an exemption does not include a U.S. taxpayer identification from deduction or withholding obligations; and any other number in line 6, before December 31 of each third document reasonably requested to allow Party A to make succeeding calendar year, (ciii) promptly upon payments under this Agreement without any deduction or reasonable demand by Party A, and (div) promptly upon withholding for or on account of any tax.. The receiving actual knowledge that any such Form form responsibilities of the Supplemental Interest Trust previously provided by Party B has become obsolete Trustee and the Servicer to obtain such certificates shall or incorrect. be as set forth in Sections 4.09(d) and (e) and 5.02(c) of the Pooling and Servicing Agreement.
(b) Other For the purpose of Section 4(a)(ii), other documents to be delivered are:- are: PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DOCUMENT/ DATE BY WHICH TO COVERED BY SECTION DELIVER DOCUMENT CERTIFICATE BE DELIVERED 3(D) REPRESENTATION ----------------- -------------- ------------------------------------------- ---------------------------------------------- -------------- ---------------- ------------------- Party A Either (1) a signature booklet containing The earlier and Any documents required by the receiving Upon the execution and delivery of this Yes Party B party to evidence the authority of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction Agreement delivering party or Party B ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificateits Credit Support Provider, authorizing resolutions and incumbency certificate, in either caseif any, for such party it to execute and deliver the Agreement, this Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under the Agreement, this Confirmation and any Credit Support Document, as the case may be Party A and A certificate of such party reasonably satisfactory in form an authorized officer of Upon the execution and substance delivery of this Yes Party B the party, as to the other party. incumbency and Agreement authority of the respective officers of the party signing the Agreement, this Confirmation, and any relevant Credit Support Document, as the case may be Party B An executed A A copy of the Pooling quarterly and Upon execution annual financial Promptly upon becoming publicly available; No statements of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of for the Credit Support As soon as practicable after the execution of No most recently provided, if available on xxxx://xxx.xxxx.xxx, completed fiscal year and Document specified publicly available such delivery is not required in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- its regulatory call report Party A and An opinion of counsel to Party A reasonably As soon as practicable after Upon the execution and delivery of this No acceptable to Party B. Agreement Party B satisfactory in form and substance An opinion of counsel to Party B as to the Upon the execution and delivery of this Agreement. other party.No enforceability of this Confirmation Agreement reasonably acceptable to Party A.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (C-Bass Mortgage Loan Asset Backed Certificates, Series 2007-Cb4)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii)) of this Agreement, each party agrees to deliver to each other party the following documents, as applicable:
(a) TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE: PARTY REQUIRED TO FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED DELIVER DOCUMENT ------------------- ------------------------------ ------------------------------ Party A and Party B Any document or certificate On the earlier of (a) learning reasonably required or that such document or reasonably requested by a certificate is required and party in connection with its (b) as soon as reasonably obligations to make a payment practicable following a under this Agreement which request by a party. would enable that party to make the payment free from any deduction or withholding for or on account of Tax or which would reduce the rate at which deduction or withholding for or on account of Tax is applied to that payment.
(b) OTHER DOCUMENTS TO BE DELIVERED ARE: COVERED BY PARTY REQUIRED TO SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION ------------------- ------------------------------ ------------------------------ -------------- ------------------------------------------- ---------------------------------------------- Party A A correct, complete and duly executed IRS (i) Upon entering into this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by certificate from Party A On execution and delivery of Yes (or, if available, Party A's any Confirmation unless that current authorised signature certificate has become obsolete already been book) specifying the names, supplied for that purpose and title and specimen signatures remains true and in effect and of the Authorised Officers of when the list is updated or incorrectParty A. upon request. Party A, Party B A legal opinion as to the On or at any time prior to the No and the Manager validity and enforceability of Closing Date. that party's obligations under this Agreement in form and substance (iand issued by legal counsel) reasonably acceptable to the other party. The Manager A correct, complete and duly executed copy (a) With respect to clause (icertified by the Not less than 5 Business Days Yes Manager) of the adjacent IRS Form W-9 Credit Support (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, such lesser period as Document and (iiwithout limiting Party A agrees to) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver before the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by obligation Party B has become obsolete or incorrect.
(b) Other documents to be delivered are:- PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A Either (1) a signature booklet containing The earlier of the fifth Business Day after Yes and secretary's certificate and resolutions the may Trade Date of the first have under the terms of the occurring Transaction or and in Credit Support Document to the case of any amending notify Party B A of amendments) documents entered into a copy ("authorizing resolutions"certified by the subsequent to that date, Manager) authorizing of any document that promptly after each amending amends in any way the upon execution terms of document (if any) has been the Credit Support Document. entered into. For the purposes of this Agreement and as deemed party paragraph (b) a copy of a document is taken to enter into derivatives necessary for any further documentation. transactions be certified by the Manager if an Authorised Officer of the type contemplated by Manager or legal counsel for the parties or (2) Manager has certified it to be a secretary's certificate, authorizing resolutions true and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory in form and substance to the other party. Party B An executed complete copy of the Pooling and Upon execution document of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance which it purports to the this Agreement. other partybe a copy.
Appears in 1 contract
Samples: Isda Master Agreement (Securitisation Advisory Services Pty LTD)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii)) of this Agreement, each party agrees to deliver the following documents, as applicable:
(a) TAX FORMSEach party shall, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREas soon as practicable after demand, deliver to the other Party any form or document reasonably requested by the other party, including without limitation, any form or document required to enable such other party to make payments hereunder without withholding for or on account of Taxes or with such withholding at a reduced rate. Without limiting the generality of the foregoing: PARTY REQUIRED TO COVERED BY SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- REPRESENTATION ----------------- ------------------------- ----------------------------- ----------------------- Party A A correctForm W-9 Upon execution of this Yes Agreement Party B Form W-8-ECI, complete and duly executed IRS (i) with respect to Transactions Upon entering execution of this Yes entered into this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this 's Chicago Office Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrect.
(b) Other documents to be delivered are:- by each party concurrently with the execution and delivery of this Agreement are: PARTY REQUIRED TO DELIVER FORM/DOCUMENT/ DATE BY WHICH COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- --------------- ----------------------- Party A Either (1) a signature booklet containing The earlier & B Incumbency Certificate Execution and delivery Yes of the fifth Business Day after Yes Agreement Party A and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties Resolution or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and Upon execution of this Agreement. , Yes Servicing documents evidencing the and if requested, each authority of the party Confirmation entering into this Agreement ("PSA"), dated as and the persons acting on behalf of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trusteesuch party. Party A A duly executed copy Partnership Agreement, Upon execution of this Agreement Yes certified to be in force unamended as of the date hereof Party A Credit Support As soon as practicable after the Document Upon execution of No and Document specified this Agreement Yes listed in Part 4 4(f) of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Schedule Party A Legal Opinions Execution and An opinion delivery No in Substantially of counsel reasonably As soon Agreement the form appended as practicable after the Exhibits IA, IB and IC Party A Legal Opinions concerning Upon execution of this Agreement No Party B satisfactory A's Credit Support Provider, substantially in the form of Exhibits IIA and substance to the this Agreement. other party.IIB
Appears in 1 contract
Samples: Isda Schedule to the Master Agreement (Hub International LTD)
Agreement to Deliver Documents. For the purpose of Sections Section 4(a)(i) and (ii)) of this Agreement, each party agrees to deliver the following documents, as applicable:
(a) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- REQUIRED TO DELIVER DOCUMENT -------------------------------------------------------------------------------- Party A A correctand Any form, complete and duly document or Upon request Party B certificate as may be requested pursuant to Section 4(a)(iii) of this Agreement. Party B An executed IRS United States (i) Upon entering into As soon as reasonably Internal Revenue Service practicable after execution of this Form W-9 (or any successor Agreement, (ii) Form W-9. promptly upon thereto), as applicable. reasonable demand by Party B, A and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form form previously provided by Party B has become obsolete or incorrect.
(b) Other documents to be delivered are:- PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY COVERED BY REQUIRED TO WHICH TO BE SECTION 3(d) DELIVER DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- DOCUMENT -------------------------------------------------------------------------------- Party A Either (1) a signature booklet containing The earlier and Certified copies of the fifth Business Day after all corporate Upon execution Yes and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing authorizations and any other and delivery of documents with respect to the upon execution this Agreement execution, delivery and performance of this Agreement and as deemed party to enter into derivatives necessary for the Indenture. WORLD FINANCIAL NETWORK CREDIT CARD MASTER NOTE TRUST 4 SERIES 2001-A SWAP SCHEDULE PARTY FORM/DOCUMENT/CERTIFICATE DATE BY COVERED BY REQUIRED TO WHICH TO BE SECTION 3(d) DELIVER DELIVERED REPRESENTATION DOCUMENT -------------------------------------------------------------------------------- Party A and Certificate of authority and Upon execution Yes Party B specimen signatures of individuals and delivery of executing this Agreement and any further documentationthis Agreement Confirmations. transactions and thereafter upon request of the type contemplated by other party Party B An opinion of counsel to Party B Upon execution Yes on the parties or (2) a secretary's certificateenforceability of the and delivery of Agreement and the Confirmation this Agreement in respect of Party B, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. A. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel to Party A Upon execution Yes on the enforceability of the and delivery of Agreement and the Confirmation this Agreement in respect of Party A, reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to Party B. Party A and Such other documents as the this Agreement. other partyPromptly upon Yes Party B party may reasonably request in request connection with each Transaction.
Appears in 1 contract
Samples: Isda Master Agreement (World Financial Network Credit Card Master Trust)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable:
(a) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Party A A correct, complete ----------------- ------------------------------------ --------------------------------- Counterparty and duly executed IRS (i) Upon entering into this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent Trust IRS Form W-9 (or any successor theretoform) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number Promptly upon execution of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge learning that any such Form form previously provided by Party B the party has become obsolete or incorrect.
(b) Other documents to be delivered are:- are: PARTY REQUIRED TO COVERED BY TO DELIVER SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A Either (1) a signature booklet containing The earlier ----------------- ------------------------------------ --------------------------------- ----------------------- Counterparty and Trust Certificate or other documents At or promptly following the Yes evidencing the authority of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed Agreement, and, party to enter into derivatives necessary for any further documentationthis Agreement if a Confirmation so requires it, and the persons acting on behalf of on or before the date set forth such party. transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions therein. Counterparty and incumbency certificateTrust A legal opinion, in either case, for such party and any Credit Support Provider of such party the form At or promptly following the No reasonably satisfactory in form and substance acceptable to the other party. Party B An executed copy of the Pooling and Upon execution of this Agreement, but party. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable in no event shall be later than 10 days after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED TO COVERED BY TO DELIVER SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A ----------------- ------------------------------------ --------------------------------- ----------------------- date hereof. Trust The Trust Sale and An opinion of counsel reasonably As soon as practicable after Administration At or promptly following the Yes Agreement and all other documents to execution of No Party B satisfactory in form and substance to the this Agreement. other partybe executed by the Trust as contemplated thereby.
Appears in 1 contract
Samples: Isda Master Agreement (Capital Auto Receivables Asset Trust 2007-Sn1)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable:applicable:-
(a) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE: PARTY REQUIRED TO DELIVER DOCUMENT FORMdocuments, or certificates to be delivered are:- ---------------------------------------------------------------------------------------------- Party Required to Deliver Form/DOCUMENTDocument/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Certificate Date by Which to be Document Delivered ---------------------------------------------------------------------------------------------- Party B A correct, complete and (i) Before the first Payment executed U.S. Internal Date under this Agreement, Revenue Service Form W-9 (ii) promptly upon reasonable (or any successor thereto), demand by Party A, and (iii) including appropriate promptly upon learning that attachments, that eliminates any such form previously U.S. federal backup provided by Party B has withholding tax on payments become obsolete or incorrect. under this Agreement. ---------------------------------------------------------------------------------------------- Party A A correct, complete and duly executed IRS (i) Upon entering into Before the first Payment executed U.S. Internal Date under this Agreement, Revenue Service Form W-9 (ii) Form W-9. promptly upon reasonable (or any successor thereto), demand by Party B, and (iii) including appropriate promptly upon learning that attachments that eliminates any such Form form previously U.S. federal backup provided by Party A has withholding tax on payments become obsolete or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrect.----------------------------------------------------------------------------------------------
(b) Other documents to be delivered are:- PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(Dare: Party Date by required to which Covered by deliver Form/Document/ to be Section 3(d) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- document Certificate delivered Representation Party B If available, and as requested, a copy of Promptly Yes the most recent annual report of MONY following Holdings, LLC containing its consolidated demand by financial statements prepared in such form Party A Either (1) made at as they are required of Party B under the a signature booklet containing The earlier time when Indenture. Party B would be required to deliver such financials under the Indenture Party A Unaudited Quarterly Financial Statement Promptly Yes of Ambac Financial Group. following demand by Party B Party A Annual Financial Statement of Ambac Promptly Yes Financial Group. following demand by Party B Party A and Certified incumbency certificate or other At execution of Yes Party B evidence of authority and specimen this Agreement signatures with respect to the party and its signatories. Party A An executed copy of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon AFSLP Credit At execution of No Enhancement. this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the MONY Credit Support As soon as practicable after the At execution of No and Document specified in Part 4 of Enhancement. this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Agreement Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory Legal Opinion in form and substance At execution of No AFSLP Credit satisfactory to the Party B. this Agreement Enhancer Party B Legal Opinion in form and substance At execution of No satisfactory to Party A. this Agreement. other party.
Appears in 1 contract
Samples: Master Agreement (Mony Holdings LLC)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(iSection 4(a) and (ii)of this Agreement, each party agrees to deliver the following documents, documents as applicable:
(a) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY REQUIRED WHICH TO BE TO DELIVERED -------------- ------------------------------------------- ---------------------------------------------- DELIVER DOCUMENT ----------------------------------------------------------------------------------------------------------------- Party A A correctAny document required or reasonably requested to allow the other party to make payments under the Agreement without Promptly A/Party B any deduction or withholding for or on account of any Tax, complete and duly executed IRS upon the or with earlier of (i) Upon entering into this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, other party and (ii) if requested Interest Trust promptly upon entering into by Party Alearning that the form or document is required ------------------------------------------------------------------------------------------------------------------ PARTY FORM/DOCUMENT/CERTIFICATE DATE BY REQUIRED WHICH TO BE TO DELIVERED DELIVER DOCUMENT ----------------------------------------------------------------------------------------------------------------- such deduction or withholding at a reduced rate, or to enable the relevant party to claim back or be refunded for any amount of Tax so withheld or deducted where such relevant party received a correct, complete and duly payment under this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date net of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrect.Tax -----------------------------------------------------------------------------------------------------------------
(b) Other documents to be delivered are:- are: PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH COVERED BY REQUIRED TO BE SECTION 3(D) TO DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- DELIVER DOCUMENT Party A Either (1) a signature booklet containing The earlier Certificate or other documents evidencing the authority of the fifth Business Day after party entering into this At the Yes A/Party B Agreement and secretary's certificate and resolutions the Trade Date persons acting on behalf of such party (including any incumbency execution of certificates delivered in connection with the execution of the first Transaction Trust Deed) this Agreement, and, if a Confirmation so requires it on or before the date set forth therein Party Legal Opinions in the form reasonably acceptable to the other party At the No A/Party B ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions Party B A duly executed copy of the type contemplated Trust Deed Upon No execution of this Agreement Party A Evidence reasonably satisfactory to the other party as to the due authorisation by the parties or (2) a secretary's certificate, authorizing resolutions such Upon Yes and incumbency certificate, in either case, for such party and Party Partyor any Credit Support Provider of such party reasonably satisfactory in form and substance to Party, as the other party. Party B An executed copy case may be, of the Pooling and Upon signatory execution of B to this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc.each Confirmation and any Credit Support Document, as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this case may be this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. other party.
Appears in 1 contract
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii)) of the Agreement, each party agrees Party A and Party B agree to deliver the following documents, as applicable:
(a) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM-------------------------------------------------------------------------------- Party Required to Deliver Form/DOCUMENTDocument/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Certificate Date by Which Document to be Delivered -------------------------------------------------------------------------------- Party A A correct, complete and duly executed IRS (i) Upon entering into this Agreement, (ii) Form W-9. promptly Party B Any form or document Promptly upon required or reasonably reasonable demand by Party Brequested to allow the the other party. other party to make payments under the Agreement without any deduction or withholding for or on account of any Tax, and (iii) promptly upon learning that any or with such Form previously provided by Party A has become obsolete deduction or incorrectwithholding at a reduced rate. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrect.--------------------------------------------------------------------------------
(b) Other documents to be delivered are:- PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(Dand covered by the Section 3(d) DOCUMENT FORMrepresentation are:-- -------------------------------------------------------------------------------- Party required to Form/DOCUMENTDocument/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- or Date by which to Covered by deliver Certificate be delivered Section 3(d) representation -------------------------------------------------------------------------------- Party A Either (1) a signature booklet containing The earlier and Party B Certified copy of the fifth Business Day after Concurrently with Yes Board of Directors the execution and secretary's certificate and resolutions the Trade Date resolution (or delivery of the first Transaction or Party B ("equivalent Confirmation. authorizing resolutions"documentation) authorizing which sets forth the upon execution authority of this Agreement each signatory to the Confirmation signing on its behalf and as deemed the authority of such party to enter into derivatives necessary for any further documentationTransactions contemplated and performance of its obligations hereunder. transactions -------------------------------------------------------------------------------- Party A and Party B Incumbency Concurrently with Yes Certificate (or, if the execution and available the current delivery of the type contemplated authorized signature Confirmation book or equivalent unless previously authorizing delivered and documentation) still in full specifying the names, force and effect. titles, authority and specimen signatures of the persons authorized to execute the Confirmation which sets forth the specimen signatures of each signatory to the Confirmation signing on its behalf. -------------------------------------------------------------------------------- Party A The Guaranty of Swiss Concurrently with No Reinsurance Company the execution and ("Swiss Re") dated as delivery of the of the date hereof, Confirmation. issued by the parties or (2) a secretarySwiss Re as Party A's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory (in the form and substance to the other partyannexed hereto as Exhibit A). -------------------------------------------------------------------------------- Party B An executed copy The PSA. Concurrently with No the execution and delivery of the Pooling and Upon execution of this AgreementConfirmation. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. other party.--------------------------------------------------------------------------------
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ABFC Asset-Backed Certificates, Series 2004-He1)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii)) of this Agreement, each party agrees to deliver to each other party the following documents, as applicable:
(a) TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- ------------------- ------------------------------------------ ----------------------------- Party A A correct, complete and duly executed IRS (i) Upon entering into this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed Any document or certificate reasonably On the earlier of (a) With respect required or reasonably requested by a learning that such document party in connection with its obligations or certificate is required to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental make a payment under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in as soon as reasonably which would enable that party to make the case practicable following a payment free from any deduction or request by a party. withholding for or on account of a W-8IMY, before December 31 Tax or which would reduce the rate at which deduction or withholding for or on account of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge Tax is applied to that any such Form previously provided by Party B has become obsolete or incorrectpayment.
(b) Other documents to be delivered are:- OTHER DOCUMENTS TO BE DELIVERED ARE: COVERED BY PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- ------------------- ----------------------------------- ---------------------------------- -------------- Party A Either A certificate from Party A (1or, if On execution and delivery of any Yes available, Party A's current Confirmation unless that authorised signature book) a signature booklet containing The earlier certificate has already been specifying the names, title and supplied for that purpose and specimen signatures of the fifth Business Day after Yes remains true and secretary's certificate in effect and resolutions Authorised Officers of Party A. when the Trade Date of the first Transaction list is updated or upon request. Party A, Party B ("authorizing resolutions") authorizing A legal opinion as to the upon execution validity On or at any time prior to the No and the Manager and enforceability of that party's Closing Date. obligations under this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory in form and substance (and issued by legal counsel) reasonably acceptable to the other party. Party B An executed The Manager A copy of (certified by the Pooling and Upon execution of this Agreement. Manager) Not less than 5 Business Days (or Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon Document and such lesser period as practicable Party A (without limiting any obligation agrees to) before the Trade Date Party B may have under the terms of the first occurring Transaction of the Credit Support Document to and in the case of any amending notify Party A of amendments) a documents entered into subsequent copy (certified by the Manager) of to that date, promptly after each any document that amends in any amending document (if any) has way the execution terms of No and Document specified in Part 4 the Credit been entered into. Support Document. For the purposes of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(Dparagraph (b) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A a copy of a document is taken to be certified by the Manager if an Authorised Officer of the Manager or legal counsel for the Manager has certified it to be a true and An opinion complete copy of counsel reasonably As soon as practicable after the execution document of No Party B satisfactory in form and substance which it purports to the this Agreement. other partybe a copy.
Appears in 1 contract
Samples: Isda Master Agreement (Securitisation Advisory Services Pty LTD)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable:
(ai) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- ------------------- -------------------------------------- ----------------------------------------------- Party A A correct, complete and duly executed IRS (i) Upon entering into this Agreement, (ii) IRS Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED ------------------- -------------------------------------- ----------------------------------------------- Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent executed IRS Form W-9 (or any column, the Securities Administrator shall successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer identification eliminates U.S. federal number of the Trust promptly upon entering withholding and backup into this Agreement and deliver the withholding tax on payments identification number of the Supplemental under related correct, complete and duly this Agreement, and (ii) if requested Interest Trust executed IRS Form W-9 promptly upon entering into requested by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than complete and duly executed Form the first Payment Date of this W-8IMY. Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrect.
(bii) Other documents to be delivered are:- COVERED BY PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- ------------------- -------------------------------------- ----------------------------------------------- ------------------- Party A and Party B Either (1) a signature booklet containing The earlier of the fifth Business Day after the Yes and containing secretary's certificate and resolutions the Trade Date of the first Transaction or Party B upon and resolutions ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed resolutions") authorizing the party to enter into derivatives necessary for any further documentation. to enter into derivatives transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. COVERED BY PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- ------------------- -------------------------------------- ----------------------------------------------- ------------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. to the other party. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us. Best Regards, XXXXXX XXXXXXX CAPITAL SERVICES INC. By: --------------------------------- Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, not individually, but solely as Securities Administrator on behalf of the Xxxxxxx Xxxxx Alternative Note Asset Trust, Series 2007-OAR4 Mortgage Pass-Through Certificates By: --------------------------------- Name: Title: XXXXXXX XXXXX MORTGAGE LENDING, INC. By: --------------------------------- Name: Title: N-11 SCHEDULE A CALCULATION PERIOD ----------------------------------------- (FROM AND INCLUDING) (TO BUT EXCLUDING) STRIKE RATE NOTIONAL AMOUNT ($) -------------------- ------------------ ----------- ------------------- Effective Date 08/25/2007 10.030 346,530,000 07/25/2007 08/25/2007 6.351 338,986,734 08/25/2007 09/25/2007 6.578 331,606,622 09/25/2007 10/25/2007 6.351 324,387,084 10/25/2007 11/25/2007 6.578 317,324,566 11/25/2007 12/25/2007 6.351 310,415,597 12/25/2007 01/25/2008 6.351 303,656,781 01/25/2008 02/25/2008 6.822 297,044,799 02/25/2008 03/25/2008 6.351 290,576,407 03/25/2008 04/25/2008 6.579 284,248,433 04/25/2008 Termination Date 6.352 278,057,777 EXHIBIT O ADDITIONAL DISCLOSURE NOTIFICATION Xxxxxxx Xxxxx Mortgage Investors, Inc. 000 Xxxxx Xxxxxx 4 World Financial Center, 10th Floor New York, New York 10080 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 RE: Xxxxxxx Xxxxx Alternative Note Asset Trust, Series 2007-OAR4 **Additional Form [10-D][10-K][8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section 3.18(b) of the Pooling and Servicing Agreement, dated as of July 1, 2007, among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor, Xxxxx Fargo Bank, N.A., as master servicer and securities administrator and HSBC Bank USA, National Association, as trustee, the undersigned, as [_____], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K]. Description of Additional Form [10-D][10-K][8-K] Disclosure: List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure: Any inquiries related to this notification should be directed to [_____], phone number: [_____]; email address: [_____]. [NAME OF PARTY], as [role] By: ------------------------------------ Name: Title: O-1 EXHIBIT P FORM OF ITEM 1123 CERTIFICATION OF SERVICER [DATE] Xxxxxxx Xxxxx Mortgage Investors, Inc. 000 Xxxxx Xxxxxx 4 World Financial Center, 10th Floor New York, New York 10080 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Re: Xxxxxxx Xxxxx Alternative Note Asset Trust, Series 2007-OAR4 Mortgage Pass-Through Certificates I, [identify name of certifying individual], [title of certifying individual] of [name of servicing company] (the "Servicer"), hereby certify that:
(1) A review of the activities of the Servicer during the preceding calendar year and of the performance of the Servicer under the Pooling and Servicing Agreement (the "Servicing Agreement") has been made under my supervision; and
(2) To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Servicing Agreement in all material respects throughout such year or a portion thereof[, or, if there has been a failure to fulfill any such obligation in any material respect, I have specified below each such failure known to me and the nature and status thereof]. Date: ------------------------------- [Servicer] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- P-1 EXHIBIT Q-1 ADDITIONAL FORM 10-D DISCLOSURE ADDITIONAL FORM 10-D DISCLOSURE ---------------------------------------------------------------------------------------------------- ITEM ON FORM 10-D PARTY RESPONSIBLE ----------------------------------------------- -------------------------------------------------- ITEM 1: DISTRIBUTION AND POOL PERFORMANCE INFORMATION Information included in the [Monthly Statement] Master Servicer Servicer Securities Administrator Any information required by 1121 which is NOT Depositor included on the [Monthly Statement] ITEM 2: LEGAL PROCEEDINGS Any legal proceeding pending against the following entities or their respective property, that is material to Certificateholders, including any proceeding known to be contemplated by governmental authorities: - Issuing Entity (Trust Fund) Trustee, Master Servicer, Securities Administrator and Depositor - Sponsor (Seller) Seller (if a party to the Pooling and Servicing Agreement) or Depositor - Trustee Trustee - Securities Administrator Securities Administrator - Master Servicer Master Servicer - Custodian Custodian - 1110(b) Originator Depositor - Any 1108(a)(2) Servicer (other than the Servicer Master Servicer or Securities Administrator) - Any other party contemplated by 1100(d)(1) Depositor ITEM 3: SALE OF SECURITIES AND USE OF Depositor PROCEEDS Information from Item 2(a) of Part II of Form 10-Q: With respect to any sale of securities by the sponsor, depositor or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered, provide the sales and use of proceeds information in Item 701 of Regulation S-K. Pricing information can be omitted if securities were not registered. ADDITIONAL FORM 10-D DISCLOSURE ---------------------------------------------------------------------------------------------------- ITEM ON FORM 10-D PARTY RESPONSIBLE ----------------------------------------------- -------------------------------------------------- ITEM 4: DEFAULTS UPON SENIOR SECURITIES Securities Administrator Trustee Information from Item 3 of Part II of Form 10-Q: Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice) ITEM 5: SUBMISSION OF MATTERS TO A VOTE OF Securities Administrator SECURITY HOLDERS Trustee Information from Item 4 of Part II of Form 10-Q ITEM 6: SIGNIFICANT OBLIGORS OF POOL ASSETS Depositor Item 1112(b) - Significant Obligor Financial Information* * This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar4)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(iSection 4(a) and (ii), each party agrees to deliver of the following documents, as applicableISDA Master Agreement:
(ai) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments, or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/DOCUMENT/ CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Party A A correct, complete ----------------- ------------------------------------ ---------------------------------------------------- Bear Xxxxxxx An original properly completed and duly executed IRS (i) Upon entering into upon execution of this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party Bon or executed United States Internal before the first payment date under this Agreement, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Revenue Service Form W-9 (or any including any Credit Support Document, (iii) successor thereto) columnwith respect to promptly upon the reasonable demand by Counterparty, any payments received or to be (iv) prior to the Supplemental Interest Trust expiration or obsolescence of any received by Bear Xxxxxxx, that previously delivered form, and (v) promptly upon the eliminates U.S. federal withholding Trustee shall apply for the employer information on any such previously delivered form and backup withholding tax Tax on becoming inaccurate or incorrect. payments identification number to Bear Xxxxxxx under this Agreement. Counterparty An original properly completed and (i) upon execution of this Agreement, (ii) on or executed United States Internal before the Supplemental first payment date under this Agreement, Revenue Service Form W-9 (or any including any Credit Support Document, (iii) successor thereto) with respect to promptly upon the reasonable demand by Bear Xxxxxxx, any payments received or to be (iv) prior to the expiration or obsolescence of any received by Counterparty. previously delivered form, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (cv) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that the information on any such Form previously provided by Party B has become obsolete delivered form becoming inaccurate or incorrect.
(bii) Other documents to be delivered are:- are: PARTY REQUIRED TO COVERED BY TO DELIVER SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/DOCUMENT/ CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A Either (1) a signature booklet containing The earlier of ----------------- ------------------------------------ ----------------------------- ----------------------- Bear Xxxxxxx and Any documents required by the fifth Business Day after Upon the execution and Yes and secretary's certificate and resolutions the Trade Date of Counterparty receiving party to evidence the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution delivery of this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions authority of the type contemplated by the parties delivering party or (2) a secretary's certificateand such Confirmation its Credit Support Provider, authorizing resolutions and incumbency certificate, in either caseif any, for such party it to execute and deliver this Agreement, any Confirmation, and any Credit Support Provider of such party reasonably satisfactory in form Documents to which it is a party, and substance to evidence the other party. Party B An executed copy authority of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the delivering party or its Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED TO COVERED BY TO DELIVER SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/DOCUMENT/ CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party ----------------- ------------------------------------ ----------------------------- ----------------------- Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be. Bear Xxxxxxx and A certificate of an authorized Upon the execution and Yes the Counterparty officer of the party, as to the delivery of this Agreement incumbency and authority of the and such Confirmation respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be. Bear Xxxxxxx and An opinion of counsel reasonably As soon as practicable after of such party Upon the execution and No the Counterparty regarding the enforceability of No Party B this delivery of this Agreement Agreement in a form reasonably satisfactory in form and substance to the this other party. Counterparty An executed copy of the Pooling and Within 30 days after receipt No Servicing Agreement. other party.of such agreement by Counterparty
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust, Series 2006-Ff18)
Agreement to Deliver Documents. For the purpose of Sections Section 4(a)(i) and (ii)) of this Agreement, each party agrees to deliver the following documents, as applicable:
(aA) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/FORM / DOCUMENT/ CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- ---------------------------------- ---------------------------- ----------------------------- Party A A correct, complete and duly executed IRS Party B Tax forms that may (i) Upon entering into execution and delivery reasonably be required by of this Agreement, ; (ii) Form W-9. promptly Party A or Party B, as upon reasonable demand by Party applicable A or Party B, as applicable; and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete W-8 or incorrect. Party B (i) A correctForm W-9, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form W-9 as applicable, Schedule PARTY REQUIRED TO DELIVER DOCUMENT FORM / DOCUMENT/ CERTIFICATE DATE BY WHICH TO BE DELIVERED ---------------------------------- ---------------------------- ----------------------------- (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer has become obsolete or incorrect Party A Form W8-IMY (i) Upon execution and backup withholding tax on payments identification number delivery of the Supplemental under this Form Master Agreement, and ; (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, B; and (diii) promptly upon actual knowledge learning that any such Form previously provided by Party B W-8 or Form W-9, as applicable, (or any successor thereto) has become obsolete or incorrect.
(bB) Other documents to be delivered are:- are: PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE FORM / DOCUMENT/ DATE BY WHICH TO BE COVERED BY SECTION 3(D) DOCUMENT CERTIFICATE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- ------------------------- ------------------------- ------------------------- ----------------------- Party A Either (1) a signature booklet containing The earlier of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction & B Incumbency Certificate or Party B ("authorizing resolutions") authorizing the upon Upon execution of this Yes other evidence of signing Agreement and, if authority. requested, any Confirmation. Party A its audited annual As soon as possible Yes report after request. Party A Authorizing resolution of Upon execution of this Yes managing board (e.g., Agreement and, if Certified Board of requested, any Directors Resolution) Confirmation. approving each type of Transaction contemplated hereunder and the arrangements contemplated herein. Party B Copies of all statements On each Distribution Date Yes delivered to the Holders (as deemed party to enter into derivatives necessary for any further documentation. transactions such term is defined of the type contemplated by Auction in the parties or (2Pooling and Certificates under the Servicing Agreement). Pooling and Servicing Agreement. Party B Executed copy of the Upon execution thereof. Yes Pooling and Servicing Schedule PARTY REQUIRED TO DELIVER FORM / DOCUMENT/ DATE BY WHICH TO BE COVERED BY SECTION 3(D) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider DOCUMENT CERTIFICATE DELIVERED REPRESENTATION ------------------------- ------------------------- ------------------------- ----------------------- Agreement. Party A A written opinion of such party Upon execution of this No counsel to Party A as to Agreement. the enforceability of this Agreement that is reasonably satisfactory in form and substance to the other Party B. Party A & B Such party. Party B An executed copy of the Pooling and 's Credit Upon execution of this Yes Support Documents, if any. Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. other party.
Appears in 1 contract
Samples: Isda Master Agreement (Thornburg Mortgage Securities Trust 2006-5)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable:
(a) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORMFORUM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Party A A correct, complete ------------------------------------------------------------------------------- ----------------------------------- Counterparty and duly executed IRS Trust Any document required or reason Promptly upon the earlier of (i) Upon entering into this Agreement, (ii) Form W-9. promptly upon reasonable rea ably requested to allow the other sonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed (a) With respect the other party party to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on make payments identification number of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, learning that the form or Agreement without any deduction or document is required. withholding for or on account of any Tax or with such deduction or withholding at a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrectreduced rate.
(b) Other documents to be delivered are:- are: PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DOCUMENT/ DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A Either (1COVERED BY SECTION 3(D) a signature booklet containing The earlier of -------------------------------------------------------------------------------------------------------------------- Counterparty and Trust Certificate or other docu At or promptly following Yes ments evidencing the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed authority of the party to Agreement, and, if a enter into derivatives necessary for any further documentationthis Agreement Confirmation so requires and the persons acting on it, on or before the date set behalf of such party. transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions forth therein. Counterparty and incumbency certificateTrust A legal opinion, in either case, for such party and any Credit Support Provider the At or promptly following No form reasonably the execution of such party reasonably satisfactory in form and substance this acceptable to the other Agreement. party. Party B An executed copy of Trust The Trust Sale and At or promptly following Yes Servicing Agreement and the Pooling and Upon execution of this all other documents to be Agreement. Yes Servicing Agreement ("PSA"), dated executed by the Trust as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. other partycontemplated thereby.
Appears in 1 contract
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable:
(a) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: PARTY REQUIRED TO DELIVER DATE BY WHICH TO BE DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Party A A correct, complete ------------------------- ------------------------- ------------------- Counterparty and duly executed IRS (i) Upon entering into this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent Trust IRS Form W-9 (or any Promptly upon execution successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number form). of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge learning that any such Form form previously provided by Party B the party has become obsolete or incorrect.
(b) Other documents to be delivered are:- are: PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DOCUMENT/ DATE BY WHICH TO BE COVERED BY SECTION DOCUMENT CERTIFICATE DELIVERED 3(D) REPRESENTATION ------------------------- -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A Either (1) a signature booklet containing The earlier of ------------------- ------------------- Counterparty and Trust Certificate or other At or promptly following Yes documents evidencing the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed authority of the party to Agreement, and, if a enter into derivatives necessary for any further documentation. transactions of this Agreement Confirmation so requires and the type contemplated by persons acting on it, on or before the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider behalf of such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Scheduledate set forth therein. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DOCUMENT/ DATE BY WHICH TO BE COVERED BY SECTION DOCUMENT CERTIFICATE DELIVERED 3(D) REPRESENTATION ------------------------- -------------- ------------------------------------------- ---------------------------------------------- -------------- Party ------------------- ------------------- Counterparty and Trust A and An opinion of counsel legal opinion, in the At or promptly following No form reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance this acceptable to the other Agreement, but in no party. event shall be later than 10 days after the date hereof. Trust The Trust Sale and At or promptly following Yes Servicing Agreement and the execution of this all other documents to be Agreement. other partyexecuted by the Trust as contemplated thereby.
Appears in 1 contract
Samples: Master Agreement (SWIFT Master Auto Receivables Trust)
Agreement to Deliver Documents. (a) For the purpose of Sections 4(a)(i) and (iiSection 4(a), each party agrees to deliver the following Tax forms, documents, as applicable:
(a) TAX FORMSor certificates to be delivered are: Tax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments, or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORMParty required to Date by which deliver document Forms/DOCUMENTDocuments/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Party A A correct, complete and duly executed IRS Certificates to be delivered ----------------- ---------------------------- --------------------------- Counterparty United States Internal (i) Upon entering into On a date which is Revenue Service Form W-9, or before the first Scheduled any successor form. Payment Date under this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party BXxxx, and (iii) promptly upon learning that any such Form form previously provided by Party A Counterparty has become obsolete obsolete, incorrect, or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrectineffective.
(b) Other documents to be delivered are:- PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(Dare: Covered by Date by which to be Section 3(d) DOCUMENT FORMParty required to deliver Form/DOCUMENTDocument/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION Certificate delivered Representation ------------------------- ------------------------------------ --------------------------------------- -------------- ------------------------------------------- ---------------------------------------------- Xxxx and Counterparty Evidence of authority of signatories Upon or promptly following execution of Yes this Agreement Covered by Date by which to be Section 3(d) Party required to deliver Form/Document/Certificate delivered Representation ------------------------- ------------------------------------ --------------------------------------- -------------- Party A Either Xxxx Any Credit Support Document Within three (13) a signature booklet containing The earlier of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions"Days No specified in Part 4(f) authorizing the upon herein following execution of this Agreement Counterparty Any Credit Support Document On the date of execution of this No specified in Part 4(f) herein Agreement Xxxx and as deemed party to enter into derivatives necessary for any further documentation. transactions Counterparty Most recent annual audited and Promptly following reasonable demand by Yes quarterly financial statements of the type contemplated by other party the parties or (2) a secretary's certificateparty or, authorizing resolutions and incumbency certificatewith respect to Xxxx, in either case, for such party and any its Credit Support Provider Counterparty Certified resolutions of such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and its board Upon execution of this Agreement. Agreement Yes Servicing Agreement ("PSA")of directors or other governing body Counterparty Such documents, dated reports and At such times such documents, reports Yes certificates as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc.the Counterparty or certificates, as Depositorthe case may be, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of shall be required to provide to the are required to be delivered by the Lender under the Senior Credit Support As soon as practicable after Counterparty under the Senior Credit Agreement Agreement Counterparty Legal opinion with respect to Upon execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. other party.Agreement Yes Counterparty
Appears in 1 contract
Samples: Isda Master Agreement (Pacific Energy Resources LTD)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii)) of this Agreement, each party agrees to deliver the following documents, as applicable:
(a) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORMParty required to Date by which deliver document Form/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Party A A correct, complete and duly executed IRS (i) Upon entering into this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Document Certificate to be delivered ---------------- ------------------------- --------------- Party B (i) A correct, complete and duly An executed (a) With respect to clause (i) United States Internal Revenue Upon execution of the adjacent IRS Form Service form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrect.
(b) Other documents to be delivered are:- PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(Dare: Covered by Party required to Date by which to Section 3(d) DOCUMENT FORMdeliver document Form/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- Document Certificate be delivered Representation ---------------- ------------------------- ------------ -------------- Party B A Either (1) a signature booklet containing The earlier certificate of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon an authorized Upon execution of Yes officer for such party certifying this Agreement and the authority, names and true as deemed party to enter into derivatives necessary signatures of the officers signing for any further this Agreement, each Confirmation documentation. transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party Document, reasonably satisfactory in form and substance to the other party. Party A. Party B An executed copy Certified copies of the Pooling and documents Upon execution of Yes evidencing each action taken this Agreement. by Party B to authorize its execution of this Agreement, each Confirmation, and any Credit Support Document referred to in Part 4 of this Schedule, and the performance of its obligations hereunder as well as its bylaws and articles of incorporation. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Covered by Party A required to Date by which to Section 3(d) deliver document Form/Document Certificate be delivered Representation ---------------- ------------------------- ------------ -------------- Party B A duly executed copy of the Credit Upon execution No Support As soon as practicable after the execution of No and Document Documents specified in of this Agreement Part 4 of this this AgreementSchedule. Party B ScheduleAnnual audited financial statements Promptly upon request Yes prepared in accordance with generally accepted accounting principles in the country in which the entity to which they relate is organized. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party B Quarterly unaudited financial Promptly upon request Yes statements prepared in accordance with generally accepted accounting principles in the country outstanding entity to which they relate is organized. Party B A and An written opinion of legal counsel reasonably As soon as practicable after the to Upon execution of No Party B and any Credit Support of this Agreement Provider for Party B reasonably if requested and as satisfactory in form and deemed necessary. substance to the this Agreement. Party A. Party B Such other partydocuments as Party A Promptly upon request Yes may reasonably request in connection with each transaction.
Appears in 1 contract
Samples: Isda Master Agreement (Alpha Technologies Group Inc)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(iSection 4(a) and (ii), each party agrees to deliver of the following documents, as applicableISDA Master Agreement:
(ai) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments, or certificates to be delivered are: PARTY REQUIRED TO DATE BY WHICH TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Party A A correct, complete ----------------- ------------------------------------- ------------------------------ Bear Xxxxxxx An original properly completed and duly executed IRS (i) Upon entering into upon execution of this executed United States Internal Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete on or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS before Revenue Service Form W-9 (or any the first payment date under successor thereto) columnwith respect to this Agreement, including any any payments received or to be Credit Support Document, (iii) received by Bear Xxxxxxx, that promptly upon the Supplemental Interest Trust that reasonable eliminates U.S. federal withholding Trustee shall apply for the employer demand by Counterparty, (iv) and backup withholding tax Tax on prior to the expiration or payments identification number to Bear Xxxxxxx under this obsolescence of any previously Agreement. delivered form, and (v) promptly upon the Supplemental information on any such previously delivered form becoming inaccurate or incorrect. Counterparty An original properly completed and (i) upon execution of this executed United States Internal Agreement, (ii) on or before Revenue Service Form W-9 (or any the first payment date under successor thereto) with respect to this Agreement, including any any payments received or to be Credit Support Document, (iii) received by Counterparty. promptly upon the reasonable demand by Bear Xxxxxxx, (iv) prior to the expiration or obsolescence of any previously delivered form, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (cv) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that the information on any such Form previously provided by Party B has become obsolete delivered form becoming inaccurate or incorrect.
(bii) Other documents to be delivered are:- are: PARTY REQUIRED TO DATE BY WHICH TO COVERED BY TO DELIVER SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE BE DELIVERED REPRESENTATION ----------------- ------------------------------------- ------------------------------ ----------------------- Bear Xxxxxxx and Any documents required by the Upon the execution and Yes the Counterparty receiving party to evidence the delivery of this Agreement and authority of the delivering party or such Confirmation its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such PARTY REQUIRED TO DATE BY WHICH TO COVERED BY SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party ----------------- ------------------------------------- ------------------------------ ----------------------- Confirmation and/or Credit Support Document, as the case may be Bear Xxxxxxx and A Either (1) a signature booklet containing The earlier certificate of an authorized Upon the execution and Yes the Counterparty officer of the fifth Business Day after Yes and secretary's certificate and resolutions party, as to the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution delivery of this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions incumbency and authority of the type contemplated by such Confirmation respective officers of the parties or (2) a secretary's certificateparty signing this Agreement, authorizing resolutions and incumbency certificate, in either case, for such party and any relevant Credit Support Provider Document, or any Confirmation, as the case may be Bear Xxxxxxx and An opinion of counsel of such party Upon the execution and No the Counterparty regarding the enforceability of this delivery of this Agreement Agreement in a form reasonably satisfactory in form and substance to the other party. Party B Counterparty An executed copy of the Pooling and Upon execution of this Agreement. Yes Within 30 days after receipt No Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of such agreement by the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. other party.counterparty
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust, Series 2006-Ff18)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii)) of this Agreement, each party agrees to deliver the following documents, document as applicable:
(a) TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Party A A correct, complete and duly executed IRS (i) Upon entering into this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrect.
(b) Other documents to be delivered are:- PARTY REQUIRED COVERED BY TO SECTION DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/DOCUMENT / CERTIFICATE DATE BY WHICH TO BE DELIVERED 3(D) REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- ----------------- --------------------------------- ------------------------ ------------------- Party B Legal opinions as to the validity Upon execution and No and enforceability of the delivery of this obligations of Party B under this Agreement Agreement, the Trust Deed, the Security Trust Deed and the Notes in form and substance and issued by legal counsel reasonably acceptable to Party A Either Party A and Party Certified copies of all corporate Upon execution and Yes B authorisations (1) a signature booklet containing The earlier to be certified delivery of this by an Authorised Officer of the fifth Business Day after Yes Agreement or any relevant party) and secretary's certificate any other relevant Confirmation documents with respect to the execution, delivery and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution performance of this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions each Confirmation Party A and Party Certificate of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling authority and Upon execution and Yes B specimen signatures of delivery of this individuals executing this Agreement and Agreement. Yes Servicing Agreement , Confirmations and each thereafter upon Credit Support Document ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy request of the Credit Support As soon as practicable after the other applicable) party Party B and Trust Copies (certified to be true Upon execution of No and Document specified in Part 4 Yes Manager copies by an authorised signatory delivery of this of Party B or the Trust Manager) Agreement of the Trust Deed, the Security Trust Deed, the Note Trust Deed and the Supplementary Terms Notice Party B and Trust A copy (certified to be a true Promptly upon any such Yes Manager copy by an authorised signatory document becoming of Party B or the Trust Manager) effective in of any document amending or accordance with its varying the terms of the Trust terms Deed, the Security Trust Deed, the Note Trust Deed or the Supplementary Terms Notice where such amendment affects this Agreement or Party A's rights or obligations under this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. other party.
Appears in 1 contract
Samples: Isda Master Agreement (Crusade Global Trust No. 1 of 2007)
Agreement to Deliver Documents. (a) For the purpose purposes of Sections Section 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable:
(a) TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE: PARTY REQUIRED TO DATE BY WHICH TO BE DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- ----------------- -------------------------------------------- ------------------------- Party A A correctand Party B Any form or document that may be required or On the date of this reasonably requested in order to allow the Agreement, complete and duly executed IRS promptly other party to make a payment under this upon the earlier of (i) Upon entering into this Agreement, (ii) Form W-9. promptly upon Agreement without any deduction or reasonable demand by Party B, and (iii) promptly upon learning that the withholding for or on account of any such Form previously provided by Party A has become obsolete Tax or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, other party and (ii) if requested Interest Trust promptly upon entering into by Party A, with such deduction or withholding at a correct, complete and duly this Agreement and deliver learning that the related executed Form W-8IMYform or reduced rate. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrectdocument is required.
(b) Other documents to be delivered are:- are: PARTY REQUIRED TO DATE BY WHICH COVERED BY TO SECTION DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED 3(D) REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- ----------------- ------------------------------ ---------------- ------------------- Party A Either (1) a signature booklet containing The earlier Annual audited financial Promptly upon No statements prepared in request of Party accordance with generally B. accepted accounting principles in the fifth Business Day after Yes country in which the party is organized Party A and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing Certificate or other documents At or promptly Yes evidencing the upon authority of following the the party entering into this execution of Agreement or a Confirmation, this Agreement and Agreement. as deemed party to enter into derivatives necessary for the case may be, including copies of any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing board resolutions and appropriate certificates of incumbency certificate, in either case, for as to the officers executing such party documents. Party A and any Credit Support Provider Party B Opinions of such party reasonably satisfactory counsel in form At or promptly No and substance acceptable to following the the other party. Party B An executed copy of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. If Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- notifies Party A and An opinion Promptly upon No that the "significance request of counsel reasonably As soon Party percentage" as practicable after the execution of No computed by B. Party B satisfactory in form and substance accordance with Regulation AB is or becomes 10% or greater, Party A will provide to Party B the this Agreement. other partyfinancial data relating to Party A required to be disclosed by Party B in Party B's reasonable judgment pursuant to Item 1115 of Regulation AB.
Appears in 1 contract
Samples: Isda Master Agreement (Ford Credit Auto Receivables Two LLC)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable:
(ai) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- ------------------- -------------------------------------- ----------------------------------------------- Party A A correct, complete and duly executed IRS (i) Upon entering into this Agreement, (ii) IRS Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED ------------------- -------------------------------------- ----------------------------------------------- Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent executed IRS Form W-9 (or any column, the Securities Administrator shall successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer identification eliminates U.S. federal number of the Trust promptly upon entering withholding and backup into this Agreement and deliver the withholding tax on payments identification number of the Supplemental under related correct, complete and duly this Agreement, and (ii) if requested Interest Trust executed IRS Form W-9 promptly upon entering into requested by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than complete and duly executed Form the first Payment Date of this W-8IMY. Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrect.
(bii) Other documents to be delivered are:- COVERED BY PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- ------------------- -------------------------------------- ----------------------------------------------- ------------------- Party A and Party B Either (1) a signature booklet containing The earlier of the fifth Business Day after the Yes and containing secretary's certificate and resolutions the Trade Date of the first Transaction or Party B upon and resolutions ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed resolutions") authorizing the party to enter into derivatives necessary for any further documentation. to enter into derivatives transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. COVERED BY PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- ------------------- -------------------------------------- ----------------------------------------------- ------------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. to the other party. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us. Best Regards, XXXXXX XXXXXXX CAPITAL SERVICES INC. By: --------------------------------- Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, not individually, but solely as Securities Administrator on behalf of the Xxxxxxx Xxxxx Alternative Note Asset Trust, Series 2007-OAR4 Mortgage Pass-Through Certificates By: --------------------------------- Name: Title: XXXXXXX XXXXX MORTGAGE LENDING, INC. By: --------------------------------- Name: Title: N-11 SCHEDULE A CALCULATION PERIOD ----------------------------------------- (FROM AND INCLUDING) (TO BUT EXCLUDING) STRIKE RATE NOTIONAL AMOUNT ($) -------------------- ------------------ ----------- ------------------- Effective Date 08/25/2007 10.030 346,530,000 08/25/2007 09/25/2007 6.351 338,986,734 09/25/2007 10/25/2007 6.578 331,606,622 10/25/2007 11/25/2007 6.351 324,387,084 11/25/2007 12/25/2007 6.578 317,324,566 12/25/2007 01/25/2008 6.351 310,415,597 01/25/2008 02/25/2008 6.351 303,656,781 02/25/2008 03/25/2008 6.822 297,044,799 03/25/2008 04/25/2008 6.351 290,576,407 04/25/2008 05/25/2008 6.579 284,248,433 05/25/2008 Termination Date 6.352 278,057,777 EXHIBIT O ADDITIONAL DISCLOSURE NOTIFICATION Xxxxxxx Xxxxx Mortgage Investors, Inc. 000 Xxxxx Xxxxxx 4 World Financial Center, 10th Floor New York, New York 10080 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 RE: Xxxxxxx Xxxxx Alternative Note Asset Trust, Series 2007-OAR4 **Additional Form [10-D][10-K][8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section 3.18(b) of the Pooling and Servicing Agreement, dated as of July 1, 2007, among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor, Xxxxx Fargo Bank, N.A., as master servicer and securities administrator and HSBC Bank USA, National Association, as trustee, the undersigned, as [_____], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K]. Description of Additional Form [10-D][10-K][8-K] Disclosure: List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure: Any inquiries related to this notification should be directed to [_____], phone number: [_____]; email address: [_____]. [NAME OF PARTY], as [role] By: ------------------------------------ Name: Title: O-1 EXHIBIT P FORM OF ITEM 1123 CERTIFICATION OF SERVICER [DATE] Xxxxxxx Xxxxx Mortgage Investors, Inc. 000 Xxxxx Xxxxxx 4 World Financial Center, 10th Floor New York, New York 10080 Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Re: Xxxxxxx Xxxxx Alternative Note Asset Trust, Series 2007-OAR4 Mortgage Pass-Through Certificates I, [identify name of certifying individual], [title of certifying individual] of [name of servicing company] (the "Servicer"), hereby certify that:
(1) A review of the activities of the Servicer during the preceding calendar year and of the performance of the Servicer under the Pooling and Servicing Agreement (the "Servicing Agreement") has been made under my supervision; and
(2) To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Servicing Agreement in all material respects throughout such year or a portion thereof[, or, if there has been a failure to fulfill any such obligation in any material respect, I have specified below each such failure known to me and the nature and status thereof]. Date: ------------------------------- [Servicer] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- P-1 EXHIBIT Q-1 ADDITIONAL FORM 10-D DISCLOSURE ADDITIONAL FORM 10-D DISCLOSURE ---------------------------------------------------------------------------------------------------- ITEM ON FORM 10-D PARTY RESPONSIBLE ----------------------------------------------- -------------------------------------------------- ITEM 1: DISTRIBUTION AND POOL PERFORMANCE INFORMATION Information included in the [Monthly Statement] Master Servicer Servicer Securities Administrator Any information required by 1121 which is NOT Depositor included on the [Monthly Statement] ITEM 2: LEGAL PROCEEDINGS Any legal proceeding pending against the following entities or their respective property, that is material to Certificateholders, including any proceeding known to be contemplated by governmental authorities: - Issuing Entity (Trust Fund) Trustee, Master Servicer, Securities Administrator and Depositor - Sponsor (Seller) Seller (if a party to the Pooling and Servicing Agreement) or Depositor - Trustee Trustee - Securities Administrator Securities Administrator - Master Servicer Master Servicer - Custodian Custodian - 1110(b) Originator Depositor - Any 1108(a)(2) Servicer (other than the Servicer Master Servicer or Securities Administrator) - Any other party contemplated by 1100(d)(1) Depositor ITEM 3: SALE OF SECURITIES AND USE OF Depositor PROCEEDS Information from Item 2(a) of Part II of Form 10-Q: With respect to any sale of securities by the sponsor, depositor or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered, provide the sales and use of proceeds information in Item 701 of Regulation S-K. Pricing information can be omitted if securities were not registered. ADDITIONAL FORM 10-D DISCLOSURE ---------------------------------------------------------------------------------------------------- ITEM ON FORM 10-D PARTY RESPONSIBLE ----------------------------------------------- -------------------------------------------------- ITEM 4: DEFAULTS UPON SENIOR SECURITIES Securities Administrator Trustee Information from Item 3 of Part II of Form 10-Q: Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice) ITEM 5: SUBMISSION OF MATTERS TO A VOTE OF Securities Administrator SECURITY HOLDERS Trustee Information from Item 4 of Part II of Form 10-Q ITEM 6: SIGNIFICANT OBLIGORS OF POOL ASSETS Depositor Item 1112(b) - Significant Obligor Financial Information* * This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar4)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(iSection 4(a) and (ii)of this Agreement, each party agrees to deliver the following documents, documents as applicable:
(a) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: PARTY REQUIRED TO DATE BY WHICH TO BE DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DELIVERED ------------------ -------------------------- -------------------- Party A and Party B Any document required or reasonably Promptly upon the earlier of requested to allow the other party to (i) reasonable demand by the make payments under this Agreement other party and (ii) learning without any deduction or withholding that the form or document is for or on account of any Tax or with required such deduction or withholding tax at a reduced rate
(b) Other documents to be delivered are: PARTY REQUIRED TO COVERED BY SECTION DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- 3(d) REPRESENTATION ------------------ -------------------------- ----------------------------- ------------------- Party A A correctand Party B Certificate or other documents At or promptly following the Yes evidencing the authority of the execution of this Agreement, complete and duly executed IRS (i) Upon party entering into this Agreementand, (ii) Form W-9. promptly upon reasonable demand by Party B, if a Confirmation so Agreement and (iii) promptly upon learning that any the persons acting requires it on or before the on behalf of such Form previously provided by party date set forth therein Party A has become obsolete or incorrect. and Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) Legal Opinions in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) form At or promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrect.
(b) Other documents following the No reasonably acceptable to be delivered are:- PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A Either (1) a signature booklet containing The earlier of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. other party.
Appears in 1 contract
Samples: Isda Master Agreement (Toyota Auto Lease Trust 1998 C)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(iSection 4(a):
(1) and (ii)Tax forms, each party agrees to deliver the following documents, as applicable:
(a) TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREor certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DOCUMENT/ DATE BY WHICH TO DOCUMENT CERTIFICATE BE DELIVERED -------------- ------------------------------------------- ------------------------- ----------------------------- ---------------------------------------------- Party A A correct, complete and duly (A) before the first Payment Date under this executed IRS (i) Upon entering into this U.S. Internal Agreement, (iiB) Form W-9. promptly upon reasonable demand Revenue Service Form W-9 (or by Party B, the other party and (iiiC) promptly upon successor thereto), together learning that any such Form form previously with appropriate attachments, provided by Party A the party has become obsolete or that eliminates U.S. federal incorrect. withholding and backup withholding tax on payments to Party A under this Agreement. Party B (i) A correct, complete and duly (A) before the first Payment Date under this executed U.S. Internal Agreement, (aB) With respect to clause (i) of the adjacent IRS promptly upon reasonable demand Revenue Service Form W-9 (or any by the other party and (C) promptly upon successor thereto) column), together learning that any such form previously with appropriate attachments, provided by the Supplemental Interest Trust party has become obsolete or that eliminates U.S. federal incorrect. withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental to Party B under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrect.
(b2) Other documents to be delivered are:- are: PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DOCUMENT/ DATE BY WHICH TO COVERED BY SECTION 3(d) DOCUMENT CERTIFICATE BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- ------------------------- ------------------------------- ----------------------- Party A Either (1) a signature booklet containing The earlier of and Any documents required by Upon the fifth Business Day after execution and delivery Yes and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution receiving party to of this Agreement and as deemed such evidence the authority of PARTY REQUIRED TO DELIVER FORM/DOCUMENT/ DATE BY WHICH TO COVERED BY SECTION 3(d) DOCUMENT CERTIFICATE BE DELIVERED REPRESENTATION -------------- ------------------------- ------------------------------- ----------------------- the delivering party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificateConfirmation its Credit Support Provider, authorizing resolutions and incumbency certificate, in either caseif any, for such party it to execute and deliver this Agreement, any Confirmation, and any Credit Support Provider of such party reasonably satisfactory in form Documents to which it is a party, and substance to evidence the other party. Party B An executed copy authority of the Pooling and Upon execution of delivering party or its Credit Support Provider to perform its obligations under this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc.such Confirmation and/or Credit Support Document, as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- case may be Party A and A certificate of an Upon the execution and delivery Yes Party B authorized officer of the of this Agreement and such party, as to the Confirmation incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Party A Annual Report of Party A Upon request Yes Corporation containing consolidated financial statements certified by independent certified public accountants and prepared in accordance with generally accepted accounting principles in the country in which such party is organized Party A An opinion of counsel reasonably As soon as practicable after Upon the execution of No Party B satisfactory in form and substance delivery Yes with respect to the due of this Agreement authorization, execution and enforceability of this Agreement. other party., acceptable to Party B.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (C-Bass Mortgage Loan Asset-Backed Certificates, Series 2006-Cb8)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii)) of this Agreement, each party agrees to deliver to each other party the following documents, as applicable:
(a) TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- ------------------- ------------------------------------------ ---------------------------------------- Party A A correct, complete and duly executed IRS (i) Upon entering into this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed Any document or certificate reasonably On the earlier of (a) With respect to clause (i) of the adjacent IRS Form W-9 (learning that such required or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer reasonably requested by a document or certificate is required and backup withholding tax on payments identification number of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and party in any event, no later than the first Payment Date of this Transaction; connection with its obligations (b) in as soon as reasonably practicable to make a payment under this Agreement following a request by a party. which would enable that party to make the case payment free from any deduction or withholding for or on account of a W-8IMY, before December 31 Tax or which would reduce the rate at which deduction or withholding for or on account of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge Tax is applied to that any such Form previously provided by Party B has become obsolete or incorrectpayment.
(b) Other documents to be delivered are:- OTHER DOCUMENTS TO BE DELIVERED ARE: PARTY REQUIRED TO COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- ------------------- ---------------------------------- ---------------------------------- -------------- Party A Either A certificate from Party A (1or, if On execution and delivery of any Yes available, Party A's current Confirmation unless that authorised signature book) a signature booklet containing The earlier certificate has already been specifying the names, title and supplied for that purpose and specimen signatures of the fifth Business Day after Yes remains true and secretary's certificate in effect and resolutions Authorised Officers of Party A. when the Trade Date of the first Transaction list is updated or upon request. Party A, Party B ("authorizing resolutions") authorizing A legal opinion as to the upon execution validity On or at any time prior to the No and the Manager and enforceability of that party's Closing Date. obligations under this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory in form and substance (and issued by legal counsel) reasonably acceptable to the other party. Party B An executed The Manager A copy of (certified by the Pooling and Upon execution of this Agreement. Manager) Not less than 5 Business Days (or Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon Document and such lesser period as practicable Party A (without limiting any obligation agrees to) before the Trade Date Party B may have under the terms of the first occurring Transaction of the Credit Support Document to and in the case of any amending notify Party A of amendments) a documents entered into subsequent copy (certified by the Manager) of to that date, promptly after each any document that amends in any amending document (if any) has way the execution terms of No and Document specified in Part 4 the Credit been entered into. Support Document. For the purposes of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(Dparagraph (b) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A a copy of a document is taken to be certified by the Manager if an Authorised Officer of the Manager or legal counsel for the Manager has certified it to be a true and An opinion complete copy of counsel reasonably As soon as practicable after the execution document of No Party B satisfactory in form and substance which it purports to the this Agreement. other partybe a copy.
Appears in 1 contract
Samples: Isda Master Agreement (Medallion Trust Series 2007-1g)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii)) of this Agreement, each party agrees to deliver the following documents, as applicable:applicable:-
(a) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE: documents or certificates to be delivered are:- PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DOCUMENT/ DATE BY WHICH DOCUMENT CERTIFICATE TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- ----------------------------------------- ---------------- Party A A correct, complete and duly executed IRS (i) Upon entering into this Agreement, (ii) Form W-9. promptly Any form or document,accurately completed Promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correctand in a manner reasonably satisfactory request of other to the other party, complete and duly executed (a) With respect that may be party required or reasonably requested in order to clause (i) of allow the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental other party to make a payment under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, Agreement without any deduction or withholding for or on account of any Tax or with such deduction at a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrect.reduced rate
(b) Other documents to be delivered are:- COVERED BY PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO SECTION 3(d) DELIVER DOCUMENT FORM/DOCUMENT CERTIFICATE BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- ----------------- ------------------------------------ ----------------- -------------- Party A Either (1) a signature booklet containing The earlier Power of Attorney and Certificate of Upon execution of Yes Incumbency this Agreement, and, if requested, each Confirmation Party A Copy of extract of resolutions with Upon execution of Yes respect to execution of agreements this Agreement Party B Copies of the fifth Business Day after incorporating documents Upon execution of Yes and secretary's certificate and resolutions the Trade Date by-laws (or other equivalent or this Agreement analogous rules) of the first Transaction or Party B ("authorizing resolutions") authorizing certified as at the upon date hereof as true and in full force and effect Party B Certified copies of all resolutions Upon execution of Yes required to authorize the signing, this Agreement, delivery and performance of this and, if requested, Agreement by Party B and appointing each Confirmation and empowering individuals with specimens of their respective signatures for and on behalf of Party B to sign and deliver this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties sign under seal or (2) a secretary's certificateotherwise and deliver all agreements, authorizing resolutions documents and incumbency certificateinstruments, and give all instructions, in either case, for such party connection herewith Party B Opinion of legal advisors to Party B in Upon execution of No form and.substance satisfactory to Party this Agreement A Party A and any Credit Support Provider Party B Annual and/or quarterly financial Promptly upon Yes - statements request of such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. other party.
Appears in 1 contract
Samples: Aggregate Repricing Agreement (Norske Skog Canada LTD)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii)) of the Agreement, each party agrees Party A and Party B agree to deliver the following documents, as applicable:
(aA) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- ----------------- ------------------------- ----------------------------- Party A A correctAny form or document required or reasonably Upon reasonable request. requested to allow the other party to make payments under the Agreement without any deduction or withholding for or on account of any Tax, complete and duly executed IRS or with such deduction or withholding at a reduced rate. Party B Any form or document required or reasonably (i) Upon entering into Concurrently with the requested to allow the other party to make payments execution and delivery of this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that under the Agreement without any such Form previously provided by Party A has become obsolete deduction or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this AgreementConfirmation, and (ii) if requested Interest Trust promptly upon entering into by Party Aanytime withholding for or on account of any Tax, or with when the document last delivered such deduction or withholding at a correct, complete and duly this Agreement and deliver the related executed Form W-8IMYreduced rate. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete is incorrect or incorrectout-of-date.
(bB) Other documents to be delivered are:- and covered by the Section 3(d) representation are: COVERED BY PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT DELIVER FORM/DOCUMENT/OR CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A Either (1) a signature booklet containing The earlier of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- ----------------- ---------------------------- ----------------------------- -------------- Party A and An opinion Party B Incumbency Certificate (or, if Concurrently with the Yes available the current authorized execution and delivery of counsel reasonably As soon as practicable after this signature book or equivalent Confirmation unless previously authorizing documentation) delivered and still in full specifying the names, titles, force and effect. authority and specimen signatures of the persons authorized to execute the Confirmation which sets forth the specimen signatures of each signatory to the Confirmation signing on its behalf. Party B The Pooling and Servicing Agreement. Within 20 days of the No execution and delivery of the Confirmation. Party A Legal opinion(s) with respect to Concurrently with the No such party relating to the execution and delivery of No Party B satisfactory in form and substance to the enforceability of the party's Confirmation. obligations under this Agreement. other party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust, Series 2007-Ffa)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(iSection 4(a) and (ii), each party agrees to deliver the following documents, as applicableof this Agreement:
(ai) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments, or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DOCUMENT/ DATE BY WHICH TO DELIVER DOCUMENT CERTIFICATE BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Party A A correct, complete ----------------- --------------------------------------- ---------------------------------------- Bear Xxxxxxx An original properly completed and duly executed IRS (i) Upon entering into upon execution of this Agreement, executed United States Internal Revenue (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete on or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of before the adjacent IRS first payment date Service Form W-9 (or any successor under this Agreement, including any thereto) columnwith respect to any payments Credit Support Document, (iii) promptly received or to be received by Bear upon the Supplemental Interest Trust reasonable demand by Xxxxxxx, that eliminates U.S. federal Counterparty, (iv) prior to the withholding Trustee shall apply for the employer and backup withholding tax Tax expiration or obsolescence of any on payments identification number of to Bear Xxxxxxx under this previously delivered form, and (v) Agreement. promptly upon the Supplemental information on any such previously delivered form becoming inaccurate or incorrect. Counterparty An original properly completed and (i) on or before the first payment date executed United States Internal Revenue under this Agreement, and including any Service Form W-9 (or any successor Credit Support Document, (ii) if requested Interest Trust promptly thereto) with respect to any payments upon entering into the reasonable demand by Party ABear received or to be received by Xxxxxxx, a correct, complete and duly this Agreement and deliver (iii) prior to the related executed Form W-8IMYexpiration Counterparty. correct, complete and duly executed IRS Form W-9 promptly upon receiptor obsolescence of any previously delivered form, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (civ) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that the information on any such Form previously provided by Party B has become obsolete delivered form becoming inaccurate or incorrect.
(bii) Other documents to be delivered are:- are: PARTY REQUIRED TO DELIVER FORM/DOCUMENT/ DATE BY WHICH TO COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A Either (1) a signature booklet containing The earlier ---------------- ---------------------------------------- ------------------------------ ----------------------- Bear Xxxxxxx and Any documents required by the receiving Upon the execution and Yes the Counterparty party to evidence the authority of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution delivery of this Agreement and as deemed delivering party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificateits Credit Support such Confirmation Provider, authorizing resolutions and incumbency certificate, in either caseif any, for such party it to execute and deliver this Agreement, any Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Bear Xxxxxxx and A certificate of an authorized officer Upon the execution and Yes the Counterparty of the party, as to the incumbency and delivery of this Agreement and authority of the respective officers of such Confirmation the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Bear Xxxxxxx and An opinion of counsel of such party Upon the execution and No the Counterparty regarding the enforceability of this delivery of this Agreement Agreement in a form reasonably satisfactory in form and substance to the other party. Party B Counterparty An executed copy of the Pooling and Upon execution Concurrently with filing of this Agreement. Yes No Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy each draft of the Credit Support As soon as practicable after Pooling and Servicing Agreement with the execution of No U.S. Securities and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. other party.Exchange Commission
Appears in 1 contract
Agreement to Deliver Documents. For the purpose of Sections 4(a)(iSection 4(a) and (ii), each party agrees to deliver the following documents, as applicableof this Agreement:
(ai) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments, or certificates to be delivered are: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DOCUMENT/ DATE BY WHICH TO DELIVER DOCUMENT CERTIFICATE BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Party A A correct, complete and duly executed IRS ----------------- ------------------------ --------------------------------- Bear Xxxxxxx An original properly (i) Upon entering into this Agreement, (ii) on or before completed and executed the upon execution of this first United States Internal payment date under this Revenue Service Form W-9. promptly upon reasonable demand by Party BW-9 Agreement, and including any Credit (or any successor Support Document, (iii) promptly thereto) with respect to upon learning the reasonable demand by any payments received or Counterparty, (iv) prior to the to be received by Bear expiration or obsolescence of any Xxxxxxx, that eliminates previously delivered form, and U.S. federal withholding (v) promptly upon the information and backup withholding on any such Form previously provided by Party A has become obsolete delivered Tax on payments to Bear form becoming inaccurate or Xxxxxxx under this incorrect. Party B Agreement. Counterparty An original properly (i) A correctupon execution of this completed and executed Agreement, complete and duly executed (aii) With respect to clause (i) of promptly upon the adjacent IRS United States Internal reasonable demand by Bear Revenue Service Form W-9 Xxxxxxx, (iii) prior to the (or any successor expiration or obsolescence of any thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreementwith respect to previously delivered form, and any payments received or (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (civ) promptly upon reasonable demand the to be received by Party A, and (d) promptly upon actual knowledge that information on any such Form Counterparty. previously provided by Party B has become obsolete delivered form becoming inaccurate or incorrect.
(bii) Other documents to be delivered are:- are: PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DOCUMENT/ DATE BY WHICH TO COVERED BY SECTION DELIVER DOCUMENT CERTIFICATE BE DELIVERED 3(D) REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A Either (1) a signature booklet containing The earlier ---------------- ------------------------ --------------------- ------------------- Bear Xxxxxxx and Any documents required Upon the execution Yes the Counterparty by the receiving party and delivery of this to evidence the Agreement and such authority of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction Confirmation delivering party or Party B ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificateits Credit Support Provider, authorizing resolutions and incumbency certificate, in either caseif any, for such party it to execute and deliver this Agreement, any Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be Bear Xxxxxxx and A certificate of an Upon the execution Yes the Counterparty authorized officer of and delivery of this the party, as to the Agreement and such incumbency and authority Confirmation of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Bear Xxxxxxx and An opinion of counsel of Upon the execution No the Counterparty such party regarding the and delivery of this enforceability of this Agreement Agreement in a form reasonably satisfactory in form and substance to the other party. Party B Counterparty An executed copy of the Concurrently with No Pooling and Upon execution Servicing filing of this Agreement. Yes each draft Agreement of the Pooling and Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer with the U.S. Securities and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A and An opinion of counsel reasonably As soon as practicable after the execution of No Party B satisfactory in form and substance to the this Agreement. other party.Exchange Commission
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Agreement to Deliver Documents. For the purpose of Sections 4(a)(i) and (ii)) of this Agreement, each party agrees to deliver the following documents, documents as applicable:
(a) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE: PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Party A A correct, complete and duly executed IRS (i) Upon entering into this Agreement, (ii) Form W-9. promptly upon reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete documents or incorrect. Party B (i) A correct, complete and duly executed (a) With respect certificates to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrectbe delivered are:- None.
(b) Other documents Documents to be delivered are:- are: - PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DOCUMENT/ DATE BY WHICH TO BE COVERED BY SECTION 3(d) DELIVER DOCUMENT CERTIFICATE DELIVERED REPRESENTATION ------------------ -------------- ------------------------------------------- ---------------------------------------------- -------------- ------------------- ----------------------- Party A Either A. Annual audited financial Promptly after request. Yes. statements (1) a signature booklet containing The earlier in the case of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date Party A, of the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any its Credit Support Provider Provider) prepared in accordance with generally accepted accounting principles in the country in which the party is organized.
Party A. Quarterly unaudited financial Promptly after request. Yes. statements (in the case of such Party A, of its Credit Support Provider) prepared in accordance with generally accepted accounting principles in the country in which the party reasonably satisfactory in form and substance to the other party. is organized.
Party B An executed copy of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A. A duly executed copy of the At execution hereof. No. Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreementthe Schedule. Party B ScheduleA/Party B. Certificate or other documents At the execution of this Yes. evidencing the authority of the Agreement, and, if a party entering into this Agreement Confirmation so requires or a Confirmation, as the case may it on or before the date set be. forth therein. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DOCUMENT/ DATE BY WHICH TO BE COVERED BY SECTION 3(d) DELIVER DOCUMENT CERTIFICATE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- ------------------- ------------------------------ ---------------------------- ----------------------- Party A and An opinion A/Party B. Opinion of outside counsel reasonably As soon as practicable after At the execution of No Party this No. substantially in the form of Agreement, and, if a Exhibit B satisfactory hereto and otherwise Confirmation so requires it, in form and substance on or before the date acceptable to the this Agreement. other partyParty A. specified therein.
Appears in 1 contract
Agreement to Deliver Documents. For the purpose of Sections 4(a)(iSection 4(a) and (ii)of this Agreement, each party agrees to deliver the following documents, documents as applicable:
(a) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments or certificates to be delivered are: PARTY REQUIRED TO DATE BY WHICH TO BE DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- -------- ------------------------- --------- Party A A correct, complete and duly executed IRS Party B Any document required or Promptly upon the reasonably requested to allow earlier of (i) Upon entering into this Agreement, (ii) Form W-9. promptly upon the other party to make reasonable demand by Party B, and (iii) promptly upon learning that any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form W-9 (or any successor thereto) column, the Supplemental Interest Trust that eliminates U.S. federal withholding Trustee shall apply for the employer and backup withholding tax on payments identification number of the Supplemental under this Agreement, Agreement other party and (ii) if requested Interest Trust promptly upon entering into by Party A, without any deduction or learning that the form withholding for or on account or document is required of any Tax or with such deduction or withholding at a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (c) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that any such Form previously provided by Party B has become obsolete or incorrect.reduced rate
(b) Other documents to be delivered are:- are: COVERED BY PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DOCUMENT/ DATE BY WHICH TO BE SECTION 3(d) DELIVER DOCUMENT CERTIFICATE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A Either (1) a signature booklet containing The earlier of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- ---------------- ----------- --------- -------------- Party A and An opinion Party B Certificate or other At or promptly Yes documents evidencing following the the authority of counsel reasonably As soon as practicable after the execution of No this party entering into Agreement, and, if this Agreement and a Confirmation so the persons acting requires it on or on behalf of such before the date set party forth therein Party A and Party B satisfactory Legal Opinions in At or promptly No the form and substance reasonably following the acceptable to the execution of this other party Agreement. other party.
Appears in 1 contract
Agreement to Deliver Documents. For the purpose of Sections 4(a)(iSection 4(a) and (ii), each party agrees to deliver of the following documents, as applicableISDA Master Agreement:
(ai) TAX FORMSTax forms, DOCUMENTS OR CERTIFICATES TO BE DELIVERED AREdocuments, or certificates to be delivered are: M-77 PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED -------------- ------------------------------------------- ---------------------------------------------- Party A A correct, complete and duly executed IRS ------------------------- ------------------------------ -------------------------------------------- Bear Xxxxxxx An original properly completed (i) Upon entering into upon execution of this Agreement, (ii) and executed United States on or before the first payment date under Internal Revenue Service Form W-9. promptly upon reasonable demand by Party Bthis Agreement, and (iii) promptly upon learning that including any such Form previously provided by Party A has become obsolete or incorrect. Party B (i) A correct, complete and duly executed (a) With respect to clause (i) of the adjacent IRS Form Credit Support W-9 (or any successor thereto) columnDocument, (iii) promptly upon the Supplemental Interest Trust reasonable with respect to any payments demand by Counterparty, (iv) prior to the received or to be received by expiration or obsolescence of any previously Bear Xxxxxxx, that eliminates delivered form, and (v) promptly upon the U.S. federal withholding Trustee shall apply for the employer and information on any such previously delivered backup withholding tax Tax on form becoming inaccurate or incorrect. payments identification number of the Supplemental to Bear Xxxxxxx under this Agreement. Counterparty An original properly completed (i) upon execution of this Agreement, (ii) and executed United States on or before the first payment date under Internal Revenue Service Form this Agreement, including any Credit Support W-9 (or any successor thereto) Document, (iii) promptly upon the reasonable with respect to any payments demand by Bear Xxxxxxx, (iv) prior to the received or to be received by expiration or obsolescence of any previously Counterparty. delivered form, and (ii) if requested Interest Trust promptly upon entering into by Party A, a correct, complete and duly this Agreement and deliver the related executed Form W-8IMY. correct, complete and duly executed IRS Form W-9 promptly upon receipt, and in any event, no later than the first Payment Date of this Transaction; (b) in the case of a W-8IMY, before December 31 of each third succeeding calendar year, (cvi) promptly upon reasonable demand by Party A, and (d) promptly upon actual knowledge that the information on any such Form previously provided by Party B has become obsolete delivered form becoming inaccurate or incorrect.
(bii) Other documents to be delivered are:- are: PARTY REQUIRED TO DELIVER DATE BY WHICH TO BE COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DELIVERED 3(D) REPRESENTATION ------------------------- ------------------------------ ---------------------- ------------------- Bear Xxxxxxx and Any documents required by Upon the execution and Yes the Counterparty the receiving party to delivery of this evidence the authority of Agreement and such the delivering party or its Confirmation Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such PARTY REQUIRED TO DELIVER DATE BY WHICH TO BE DELIVERED REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party A Either (1) a signature booklet containing The earlier of the fifth Business Day after Yes and secretary's certificate and resolutions the Trade Date of the first Transaction or Party B ("authorizing resolutions") authorizing the upon execution of this Agreement and as deemed party to enter into derivatives necessary for any further documentation. transactions of the type contemplated by the parties or (2) a secretary's certificate, authorizing resolutions and incumbency certificate, in either case, for such party and any Credit Support Provider of such party reasonably satisfactory in form and substance to the other party. Party B An executed copy of the Pooling and Upon execution of this Agreement. Yes Servicing Agreement ("PSA"), dated as of July 1, 2007, among, inter alia, Merrill Lynch Mortgage Investors, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and HSBC Bank USA, National Association, as Trustee. Party A A duly executed copy of the Credit Support As soon as practicable after the execution of No and Document specified in Part 4 of this this Agreement. Party B Schedule. PARTY REQUIRED COVERED BY TO DELIVER SECTION 3(D) DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED 3(D) REPRESENTATION -------------- ------------------------------------------- ---------------------------------------------- -------------- Party ------------------------- ------------------------------ ---------------------- ------------------- Confirmation and/or Credit Support Document, as the case may be Bear Xxxxxxx and A certificate of an Upon the execution and Yes the Counterparty authorized officer of the delivery of this party, as to the incumbency Agreement and such and authority of the Confirmation respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be Bear Xxxxxxx and An opinion of counsel reasonably As soon as practicable after of Upon the execution and No the Counterparty such party regarding the delivery of No Party B this enforceability of this Agreement Agreement in a form reasonably satisfactory in form and substance to the this Agreement. other party.. Counterparty An executed copy of the Within 30 days after No Pooling and Servicing receipt of such Agreement agreement by the counterparty
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust, Series 2006-Ff18)