Annual Certificate as to Compliance. (a) The Company will deliver to the Master Servicer not later than March 1, 2004 and not later than March 1 of each year thereafter, a certificate of a Servicing Officer stating, as to each signatory thereof, that (i) a review of the activities of the Company during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial. (i) The Company will deliver to the Master Servicer, on or before March 1 of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written request, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company shall provide such other information with respect to the EMC Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended. (ii) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b) or the Company's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Company on the other in connection with a breach of the Company's obligations under this Section 3.13(b).
Appears in 8 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Sec Inc Asset Bk Cert Ser 03 Ac2), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Trust 2003-Ac1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc 2003-Ac4)
Annual Certificate as to Compliance. (a) The Company will deliver to the Master Servicer not later than March 1, 2004 2005 and not later than March 1 of each year thereafter, a certificate of a Servicing Officer stating, as to each signatory thereof, that (i) a review of the activities of the Company during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will deliver to the Master Servicer, on or before March 1 of each year beginning March 1, 2004 2005 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written request, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company shall provide such other information with respect to the EMC Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended.
(ii) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b) or the Company's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Company on the other in connection with a breach of the Company's obligations under this Section 3.13(b).
Appears in 6 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Trust 2004 Ac1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2004-Ac6), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2004-Ac2)
Annual Certificate as to Compliance. (a) The Company will Servicer shall deliver to the Master Servicer Depositor and the Trustee not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2005 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will Servicer shall deliver to the Master ServicerDepositor and the Trustee, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2005, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the CompanyServicer. In addition, the Company Servicer shall provide such other information with respect to the EMC related Mortgage Loans and the servicing and administration thereof within the control of the Company Servicer which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the "Exchange Act").
(ii) The Company Servicer shall indemnify and hold harmless the Master Servicer Depositor, the Trustee and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the CompanyServicer's gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor and the Trustee as a result of a court of law or insufficient to hold harmless other administrative or regulatory body with authority holding such indemnification void on the Master Servicerbasis of public policy or similar reason, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer Depositor and the Trustee as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Trustee in such proportion as is appropriate to reflect the relative fault of the Master Servicer Trustee or the Depositor on the one hand and the Company Servicer on the other in connection with a breach of the CompanyServicer's obligations under this Section 3.13(b) or the Servicer's gross negligence, bad faith or wilful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b)(ii).
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2004-Ar1), Pooling and Servicing Agreement (Nomura Asset Acc Corp ALT LN TR Ser 2004-Ap2), Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2004-Ar2)
Annual Certificate as to Compliance. (a) The Company will Servicer shall deliver to the Master Servicer Depositor and the Trustee not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2005 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe believes to be immaterial.
(i) The Company will Servicer shall deliver to the Master ServicerDepositor and the Trustee, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2005, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the CompanyServicer. In addition, the Company Servicer shall provide such other information with respect to the EMC related Mortgage Loans and the servicing and administration thereof within the control of the Company Servicer which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the "Exchange Act").
(ii) The Company Servicer shall indemnify and hold harmless the Master Servicer Depositor, the Trustee and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the CompanyServicer's gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor and the Trustee as a result of a court of law or insufficient to hold harmless other administrative or regulatory body with authority holding such indemnification void on the Master Servicerbasis of public policy or similar reason, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer Depositor and the Trustee as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Trustee in such proportion as is appropriate to reflect the relative fault of the Master Servicer Trustee or the Depositor on the one hand and the Company Servicer on the other in connection with a breach of the CompanyServicer's obligations under this Section 3.13(b) or the Servicer's gross negligence, bad faith or willful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b)(ii).
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (NAAC Alternative Loan Trust, Series 2004-Ar4), Pooling and Servicing Agreement (NAAC Alternative Loan Trust, Series 2004-Ar3)
Annual Certificate as to Compliance. (a) The Company will Servicer shall deliver to the Master Servicer Depositor, the Certificate Insurer and the Trustee not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in ____ (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will Servicer shall deliver to the Master ServicerDepositor, the Certificate Insurer and the Trustee, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in ____, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the CompanyServicer. In addition, the Company Servicer shall provide such other information with respect to the EMC Mortgage Loans and the servicing and administration thereof within the control of the Company Servicer which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the "Exchange Act").
(ii) The Company Servicer shall indemnify and hold harmless the Master Servicer Depositor, the Certificate Insurer, the Trustee and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the CompanyServicer's gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor, the Certificate Insurer and the Trustee as a result of a court of law or other administrative or regulatory body with authority holding such indemnification void on the basis of public policy or similar reason or insufficient to hold harmless the Master ServicerDepositor, the Certificate Insurer or the Trustee, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer Depositor, the Certificate Insurer and the Trustee as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Trustee in such proportion as is appropriate to reflect the relative fault of the Master Servicer Trustee or the Depositor on the one hand and the Company Servicer on the other in connection with a breach of the CompanyServicer's obligations under this Section 3.13(b) or the Servicer's gross negligence, bad faith or willful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b)(ii).
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Nomura Home Equity Loan, Inc.), Pooling and Servicing Agreement (Nomura Asset Acceptance Corp)
Annual Certificate as to Compliance. (a) The Company will deliver Depositor shall prepare and file or caused to be prepared and filed the initial Form 8-K. Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EDGAR"), a Form 8-K wixx x copy of the statement to be furnished by the Trustee to the Master Servicer not later than Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2005, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund. Prior to March 130, 2004 2005 and not later than March 1 of each year annually thereafter, if required, the Trustee shall, subject to subsection (d) below, file a certificate of a Servicing Officer statingForm 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10K shall be signed by the Depositor and shall include, to the extent available, as to each signatory thereof, that exhibits (i) the Servicer's annual statement of compliance described under Section 3.13 hereof, (ii) the Servicer's accountants report described under Section 3.14 and (iii) the Form 10-K certification signed by the Depositor. If items (i), (ii) and (iii) in the preceding sentence are not timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Depositor hereby grants to the Trustee a review limited power of attorney to execute and file each Form 8-K and the Form 15 on behalf of the activities Depositor. Such power of attorney shall continue until either the Company during earlier of (i) receipt by the preceding calendar year and Trustee from the Depositor of performance under this Agreement has been made under written termination of such officers' supervision, power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the best Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file a Form 8-K and the Form 15 with the Commission. The Trustee will reasonably cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Exchange Act. Copies of such officers' knowledge, based on such reviewall reports filed by the Trustee under the Exchange Act shall be sent to the Depositor.
(b) In connection with the filing of any 10-K hereunder, the Company has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been Trustee shall sign a default certification (in the fulfillment form attached hereto as Exhibit M) on behalf of the Depositor regarding certain aspects of the Form 10-K certification signed by the Depositor, provided, however, that the Trustee shall not be required to undertake an analysis of any such obligation, specifying each such default known accountant's report attached as an exhibit to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.Form 10-K.
(i) The Company will deliver to the Master Servicer, on or before March 1 of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written request, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company shall provide such other information with respect to the EMC Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended.
(ii) The Company Trustee shall indemnify and hold harmless the Master Servicer Depositor and its officers, directors, agents directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by of the Company or any of its officers, directors, agents or affiliates of its Trustee's obligations under this Section 3.13(b) 3.22 or the CompanyTrustee's negligence, bad faith or willful misconduct in connection therewith. .
(ii) The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the obligations of the Depositor under this Section 3.22 or the Depositor's negligence, bad faith or willful misconduct in connection therewith.
(iii) If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master ServicerDepositor or the Trustee, as applicable, then the Company other party, in connection with a breach of its respective obligations under this Section 3.22 or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by the Master Servicer other party as a result of the losses, claims, damages or liabilities of the Master Servicer other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Master Servicer Depositor on the one hand and the Company Trustee on the other other.
(d) Nothing shall be construed from the foregoing subsections (a), (b) and (c) to require the Trustee or any officer, director or Affiliate thereof to sign any Form 10-K or any certification contained therein. Furthermore, the inability of the Trustee to file a Form 10-K as a result of the lack of required information as set forth in connection with Section 3.22(a) or required signatures on such Form 10-K or any certification contained therein shall not be regarded as a breach by the Trustee of any obligation under this Agreement.
(e) Notwithstanding the provisions of Section 11.01, this Section 3.22 may be amended without the consent of the Company's obligations under this Section 3.13(b)Certificateholders.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2004-Ar2), Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2004-Ar1)
Annual Certificate as to Compliance. (a) The Company will Servicer shall deliver to the Depositor, the Master Servicer Servicer, the Securities Administrator and each Rating Agency not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2006 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' ’ supervision, and (ii) to the best of such officers' ’ knowledge, based on such review, the Company Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will Servicer shall deliver to the Depositor, the Master Servicer, the Securities Administrator, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2006, a certification containing the information set forth in Exhibit L. J. Such certification shall be signed by the senior officer in charge of servicing of the CompanyServicer. In addition, the Company Servicer shall provide such other information with respect to the EMC Mortgage Loans and the servicing and administration thereof within the control of the Company Servicer which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the “Exchange Act”).
(ii) The Company Servicer shall indemnify and hold harmless the Depositor, the Master Servicer Servicer, the Securities Administrator and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the Company's Servicer’s gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor, the Master Servicer and the Securities Administrator as a result of a court of law or other administrative or regulatory body with authority holding such indemnification void on the basis of public policy or similar reason or insufficient to hold harmless the Depositor, the Master ServicerServicer or the Securities Administrator, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Depositor, the Master Servicer and the Securities Administrator as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Securities Administrator in such proportion as is appropriate to reflect the relative fault of the Master Servicer Securities Administrator or the Depositor on the one hand and the Company Servicer on the other in connection with a breach of the Company's Servicer’s obligations under this Section 3.13(b) or the Servicer’s gross negligence, bad faith or willful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b)(ii).
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corp. Series 2005-Ar5), Pooling and Servicing Agreement (Nomura Asset Acceptance Corp, Alternative Loan Trust, Series 2005-Ar6)
Annual Certificate as to Compliance. (a) The Company will Servicer shall deliver to the Depositor, the Securities Administrator and the Master Servicer not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2006 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' ’ supervision, and (ii) to the best of such officers' ’ knowledge, based on such review, the Company Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe believes to be immaterial.
(i) The Company will Servicer shall deliver to the Depositor, the Master ServicerServicer and the Securities Administrator, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2006, a certification containing the information set forth in Exhibit L. O. Such certification shall be signed by the senior officer in charge of servicing of the CompanyServicer. In addition, the Company Servicer shall provide such other information with respect to the EMC Mortgage Loans and the servicing and administration thereof within the control of the Company Servicer which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended.
(ii) The Company Servicer shall indemnify and hold harmless the Depositor, the Master Servicer Servicer, the Securities Administrator and its officerstheir respective officer, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates affilitates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the Company's Servicer’s gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor, the Master Servicer and the Securities Administrator as a result of a court of law or other administrative or regulatory body with authority holding such indemnification void on the basis of public policy or similar reason or insufficient to hold harmless the Depositor, the Master ServicerServicer or the Securities Administrator, then the Company Servicer agrees that it is shall contribute to the amount paid or payable by the Depositor, the Master Servicer and the Securities Administrator as a result of the losses, claims, damages or liabilities of the Depositor, the Master Servicer or the Securities Administrator in such proportion as is appropriate to reflect the relative fault of the Depositor, the Master Servicer or the Securities Administrator on the one hand and the Company Servicer on the other in connection with a breach of the Company's Servicer’s obligations under this Section 3.13(b) or the Servicer’s gross negligence, bad faith or willful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b).
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2005-S2), Pooling and Servicing Agreement (Nomura Asset Acceptance Corp)
Annual Certificate as to Compliance. (a) The Company will GMACM shall deliver to the Master Servicer Depositor, the Certificate Insurer and the Trustee not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2005 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company GMACM during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company GMACM has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will GMACM shall deliver to the Master ServicerDepositor, the Certificate Insurer and the Trustee, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2005, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the CompanyGMACM. In addition, the Company GMACM shall provide such other information with respect to the EMC GMACM Mortgage Loans and the servicing and administration thereof within the control of the Company GMACM which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the "Exchange Act").
(ii) The Company GMACM shall indemnify and hold harmless the Master Servicer Depositor, the Certificate Insurer, the Trustee and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach by the Company GMACM or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the CompanyGMACM's gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor, the Certificate Insurer and the Trustee as a result of a court of law or other administrative or regulatory body with authority holding such indemnification void on the basis of public policy or similar reason or insufficient to hold harmless the Master ServicerDepositor, the Certificate Insurer or the Trustee, then the Company GMACM agrees that it shall contribute to the amount paid or payable by the Master Servicer Depositor, the Certificate Insurer and the Trustee as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Trustee in such proportion as is appropriate to reflect the relative fault of the Master Servicer Trustee or the Depositor on the one hand and the Company GMACM on the other in connection with a breach of the CompanyGMACM's obligations under this Section 3.13(b) or GMACM's gross negligence, bad faith or willful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b)(ii).
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (NAAC Alternative Loan Trust, Series 2004 - AP3), Pooling and Servicing Agreement (NAAC Alternative Loan Trust, Series 2004 - AP3)
Annual Certificate as to Compliance. (a) The Company will Servicer shall deliver to the Depositor, the Master Servicer Servicer, the Securities Administrator and each Rating Agency not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2006 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' ’ supervision, and (ii) to the best of such officers' ’ knowledge, based on such review, the Company Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will Servicer shall deliver to the Depositor, the Master Servicer, the Securities Administrator, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2006, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the CompanyServicer. In addition, the Company Servicer shall provide such other information with respect to the EMC Mortgage Loans and the servicing and administration thereof within the control of the Company Servicer which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the “Exchange Act”).
(ii) The Company Servicer shall indemnify and hold harmless the Depositor, the Master Servicer Servicer, the Securities Administrator and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the Company's Servicer’s gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor, the Master Servicer and the Securities Administrator as a result of a court of law or other administrative or regulatory body with authority holding such indemnification void on the basis of public policy or similar reason or insufficient to hold harmless the Depositor, the Master ServicerServicer or the Securities Administrator, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Depositor, the Master Servicer and the Securities Administrator as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Securities Administrator in such proportion as is appropriate to reflect the relative fault of the Master Servicer Securities Administrator or the Depositor on the one hand and the Company Servicer on the other in connection with a breach of the Company's Servicer’s obligations under this Section 3.13(b) or the Servicer’s gross negligence, bad faith or willful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b)(ii).
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2005-Ar3), Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2005-Ar4)
Annual Certificate as to Compliance. (a) The Company will Servicer shall deliver to the Depositor, the Master Servicer Servicer, Securities Administrator and each Rating Agency not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2006 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' ’ supervision, and (ii) to the best of such officers' ’ knowledge, based on such review, the Company Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will Servicer shall deliver to the Depositor, the Master ServicerServicer and the Securities Administrator, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2006, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the CompanyServicer. In addition, the Company Servicer shall provide such other information with respect to the EMC Mortgage Loans and the servicing and administration thereof within the control of the Company Servicer which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the “Exchange Act”).
(ii) The Company Servicer shall indemnify and hold harmless the Depositor, the Master Servicer Servicer, the Securities Administrator and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the Company's Servicer’s gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor, the Master Servicer and the Securities Administrator as a result of a court of law or other administrative or regulatory body with authority holding such indemnification void on the basis of public policy or similar reason or insufficient to hold harmless the Depositor, the Master ServicerServicer or the Securities Administrator, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Depositor, the Master Servicer and the Securities Administrator as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Securities Administrator in such proportion as is appropriate to reflect the relative fault of the Master Servicer Trustee or the Depositor on the one hand and the Company Servicer on the other in connection with a breach of the Company's Servicer’s obligations under this Section 3.13(b) or the Servicer’s gross negligence, bad faith or willful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b)(ii).
Appears in 1 contract
Annual Certificate as to Compliance. (aA) The Company will Option One shall deliver to the Master Servicer Depositor and the Trustee not later than March 1, 2004 and thereafter, not later than March 1 15th of each year thereafter(or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer stating, as to each signatory thereof, that (i) a review of the activities of the Company Option One during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company Option One has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will Option One shall deliver to the Master ServicerDepositor and the Trustee, on or before March 1 of 1, 2004, and for each year beginning thereafter, not later than March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), 15th or on any alternative date specified by the Master Servicer Depositor or the Trustee upon thirty (30) days written request, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the CompanyOption One. In addition, the Company Option One shall provide such other information with respect to the EMC Option One Mortgage Loans and the servicing and administration thereof within the control of the Company Option One which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the "Exchange Act").
(ii) The Company Option One shall indemnify and hold harmless the Master Servicer Depositor, the Trustee and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company Option One or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the CompanyOption One's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master ServicerDepositor and the Trustee, then the Company Option One agrees that it shall contribute to the amount paid or payable by the Master Servicer Depositor and the Trustee as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Trustee in such proportion as is appropriate to reflect the relative fault of the Master Servicer Trustee or the Depositor on the one hand and the Company Option One on the other in connection with a breach of the CompanyOption One's obligations under this Section 3.13(b)) or Option One's negligence, bad faith or wilful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Nomura Asset Acc Corp Alter Ln Tr Ser 2003-A3)
Annual Certificate as to Compliance. (a) The Company will deliver Depositor shall prepare and file or caused to be prepared and filed the initial Form 8-K. Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EDGAR"), a Form 8-K wixx x copy of the statement to be furnished by the Trustee to the Master Servicer not later than Certificateholders for such Distribution Date as an exhibit thereto. Prior to January 30, 2005, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund. Prior to March 130, 2004 2005 and not later than March 1 of each year annually thereafter, if required, the Trustee shall, subject to subsection (d) below, file a certificate of a Servicing Officer statingForm 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10K shall be signed by the Depositor and shall include, to the extent available, as to each signatory thereof, that exhibits (i) each Servicer's annual statement of compliance described under Section 3.13 hereof, (ii) each Servicer's accountants report described under Section 3.14 and (iii) the Form 10-K certification signed by the Depositor. If items (i), (ii) and (iii) in the preceding sentence are not timely delivered, the Trustee shall file an amended Form 10-K including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Depositor hereby grants to the Trustee a review limited power of attorney to execute and file each Form 8-K and the Form 15 on behalf of the activities Depositor. Such power of attorney shall continue until either the Company during earlier of (i) receipt by the preceding calendar year and Trustee from the Depositor of performance under this Agreement has been made under written termination of such officers' supervision, power of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the best Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement and the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file a Form 8-K and the Form 15 with the Commission. The Trustee will reasonably cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Exchange Act. Copies of such officers' knowledge, based on such reviewall reports filed by the Trustee under the Exchange Act shall be sent to the Depositor.
(b) In connection with the filing of any 10-K hereunder, the Company has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been Trustee shall sign a default certification (in the fulfillment form attached hereto as Exhibit M) on behalf of the Depositor regarding certain aspects of the Form 10-K certification signed by the Depositor, provided, however, that the Trustee shall not be required to undertake an analysis of any such obligation, specifying each such default known accountant's report attached as an exhibit to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.Form 10-K.
(i) The Company will deliver to the Master Servicer, on or before March 1 of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written request, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company shall provide such other information with respect to the EMC Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended.
(ii) The Company Trustee shall indemnify and hold harmless the Master Servicer Depositor and its officers, directors, agents directors and affiliates Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by of the Company or any of its officers, directors, agents or affiliates of its Trustee's obligations under this Section 3.13(b) 3.22 or the CompanyTrustee's negligence, bad faith or willful misconduct in connection therewith. .
(ii) The Depositor shall indemnify and hold harmless the Trustee and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the obligations of the Depositor under this Section 3.22 or the Depositor's negligence, bad faith or willful misconduct in connection therewith.
(iii) If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master ServicerDepositor or the Trustee, as applicable, then the Company other party, in connection with a breach of its respective obligations under this Section 3.22 or its respective negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by the Master Servicer other party as a result of the losses, claims, damages or liabilities of the Master Servicer other party in such proportion as is appropriate to reflect the relative fault and the relative benefit of the Master Servicer Depositor on the one hand and the Company Trustee on the other other.
(d) Nothing shall be construed from the foregoing subsections (a), (b) and (c) to require the Trustee or any officer, director or Affiliate thereof to sign any Form 10-K or any certification contained therein. Furthermore, the inability of the Trustee to file a Form 10-K as a result of the lack of required information as set forth in connection with Section 3.22(a) or required signatures on such Form 10-K or any certification contained therein shall not be regarded as a breach by the Trustee of any obligation under this Agreement.
(e) Notwithstanding the provisions of Section 11.01, this Section 3.22 may be amended without the consent of the Company's obligations under this Section 3.13(b)Certificateholders.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Pass-Through Certificates Series 2004-Ap1)
Annual Certificate as to Compliance. (a) The Company will Servicer shall deliver to the Depositor, the Master Servicer Servicer, the Securities Administrator and each Rating Agency not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2006 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' ’ supervision, and (ii) to the best of such officers' ’ knowledge, based on such review, the Company Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will Servicer shall deliver to the Depositor, the Master Servicer, the Securities Administrator, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2006, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the CompanyServicer. In addition, the Company Servicer shall provide such other information with respect to the EMC Mortgage Loans and the servicing and administration thereof within the control of the Company Servicer which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the “Exchange Act”).
(ii) The Company Servicer shall indemnify and hold harmless the Depositor, the Master Servicer Servicer, the Securities Administrator and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach failure by the Company Servicer or any of its officers, directors, agents or affiliates of to perform its obligations under this Section 3.13(b), or any material misrepresentation or omission contained in the certification delivered pursuant to clause (b)(i) above, or the Company's Servicer’s gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor, the Master Servicer and the Securities Administrator as a result of a court of law or other administrative or regulatory body with authority holding such indemnification void on the basis of public policy or similar reason or insufficient to hold harmless the Depositor, the Master ServicerServicer or the Securities Administrator, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Depositor, the Master Servicer and the Securities Administrator as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Securities Administrator in such proportion as is appropriate to reflect the relative fault of the Master Servicer Securities Administrator or the Depositor on the one hand and the Company Servicer on the other in connection with a breach of failure to perform the Company's Servicer’s obligations under this Section 3.13(b) or the Servicer’s gross negligence, bad faith or willful misconduct in connection therewith or any material misrepresentation or omission contained in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b)(ii).
Appears in 1 contract
Annual Certificate as to Compliance. (a) The Company will deliver to the Master Servicer not later than March 1, 2004 200__ and not later than March 1 of each year thereafter, a certificate of a Servicing Officer stating, as to each signatory thereof, that (i) a review of the activities of the Company during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will deliver to the Master Servicer, on or before March 1 of each year beginning March 1, 2004 200__ (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written request, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the Company. In addition, the Company shall provide such other information with respect to the EMC Company Mortgage Loans and the servicing and administration thereof within the control of the Company which shall be required to enable the Master Servicer to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended.
(ii) The Company shall indemnify and hold harmless the Master Servicer and its officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b) or the Company's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Company on the other in connection with a breach of the Company's obligations under this Section 3.13(b).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I LLC)
Annual Certificate as to Compliance. (a) The Company will Servicer shall deliver to the Master Servicer Depositor and the Trustee not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2006 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe believes to be immaterial.
(i) The Company will Servicer shall deliver to the Master ServicerDepositor and the Trustee, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2006, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the CompanyServicer. In addition, the Company Servicer shall provide such other information with respect to the EMC related Mortgage Loans and the servicing and administration thereof within the control of the Company Servicer which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the "Exchange Act").
(ii) The Company Servicer shall indemnify and hold harmless the Master Servicer Depositor, the Trustee and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b) or the Company's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master Servicer, then the Company agrees that it shall contribute to the amount paid or payable by the Master Servicer as a result of the losses, claims, damages or liabilities of the Master Servicer in such proportion as is appropriate to reflect the relative fault of the Master Servicer on the one hand and the Company on the other in connection with a breach of the Company's obligations under this Section 3.13(b).this
Appears in 1 contract
Samples: Pooling and Servicing Agreement (NAAC Alternative Loan Trust, Series 2005 - AR1)
Annual Certificate as to Compliance. (aA) The Company will Servicer shall deliver to the Master Servicer Depositor and the Trustee not later than March 1, 2004 and thereafter, not later than March 1 15th of each year thereafter(or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer stating, as to each signatory thereof, that (i) a review of the activities of the Company Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will Servicer shall deliver to the Master ServicerDepositor and the Trustee, on or before March 1 of 1, 2004, and for each year beginning thereafter, not later than March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), 15th or on any alternative date specified by the Master Servicer Depositor or the Trustee upon thirty (30) days written request, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the CompanyServicer. In addition, the Company Servicer shall provide such other information with respect to the EMC Mortgage Loans and the servicing and administration thereof within the control of the Company Servicer which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the "Exchange Act").
(ii) The Company Servicer shall indemnify and hold harmless the Master Servicer Depositor, the Trustee and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the CompanyServicer's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master ServicerDepositor and the Trustee, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer Depositor and the Trustee as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Trustee in such proportion as is appropriate to reflect the relative fault of the Master Servicer Trustee or the Depositor on the one hand and the Company Servicer on the other in connection with a breach of the CompanyServicer's obligations under this Section 3.13(b)) or the Servicer's negligence, bad faith or wilful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corp)
Annual Certificate as to Compliance. (a) The Company will Servicer shall deliver to the Depositor, the Securities Administrator and the Master Servicer not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2006 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' ’ supervision, and (ii) to the best of such officers' ’ knowledge, based on such review, the Company Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe believes to be immaterial.
(i) The Company will Servicer shall deliver to the Depositor, the Master ServicerServicer and the Securities Administrator, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2006, a certification containing the information set forth in Exhibit L. O. Such certification shall be signed by the senior officer in charge of servicing of the CompanyServicer. In addition, the Company Servicer shall provide such other information with respect to the EMC Mortgage Loans and the servicing and administration thereof within the control of the Company Servicer which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amended.
(ii) The Company Servicer shall indemnify and hold harmless the Depositor, the Master Servicer Servicer, the Securities Administrator and its officerstheir respective officer, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the Company's Servicer’s gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor, the Master Servicer and the Securities Administrator as a result of a court of law or other administrative or regulatory body with authority holding such indemnification void on the basis of public policy or similar reason or insufficient to hold harmless the Depositor, the Master ServicerServicer or the Securities Administrator, then the Company Servicer agrees that it is shall contribute to the amount paid or payable by the Depositor, the Master Servicer and the Securities Administrator as a result of the losses, claims, damages or liabilities of the Depositor, the Master Servicer or the Securities Administrator in such proportion as is appropriate to reflect the relative fault of the Depositor, the Master Servicer or the Securities Administrator on the one hand and the Company Servicer on the other in connection with a breach of the Company's Servicer’s obligations under this Section 3.13(b) or the Servicer’s gross negligence, bad faith or willful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corp)
Annual Certificate as to Compliance. (a) The Company will GMACM shall deliver to the Master Servicer Depositor and the Trustee not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2006 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company GMACM during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company GMACM has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will GMACM shall deliver to the Master ServicerDepositor and the Trustee, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2006, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the CompanyGMACM. In addition, the Company GMACM shall provide such other information with respect to the EMC GMACM Mortgage Loans and the servicing and administration thereof within the control of the Company GMACM which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the "Exchange Act").
(ii) The Company GMACM shall indemnify and hold harmless the Master Servicer Depositor, the Trustee and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach by the Company GMACM or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the CompanyGMACM's gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor and the Trustee as a result of a court of law or other administrative or regulatory body with authority holding such indemnification void on the basis of public policy or similar reason or insufficient to hold harmless the Master ServicerDepositor or the Trustee, then the Company GMACM agrees that it shall contribute to the amount paid or payable by the Master Servicer Depositor and the Trustee as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Trustee in such proportion as is appropriate to reflect the relative fault of the Master Servicer Trustee or the Depositor on the one hand and the Company GMACM on the other in connection with a breach of the CompanyGMACM's obligations under this Section 3.13(b) or GMACM's gross negligence, bad faith or willful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b)(ii).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (NAAC Alternative Loan Trust, Series 2005 - AP1)
Annual Certificate as to Compliance. (a) The Company will GMACM shall deliver to the Depositor, the Master Servicer Servicer, Securities Administrator and each Rating Agency not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2006 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company GMACM during the preceding calendar year and of performance under this Agreement has been made under such officers' ’ supervision, and (ii) to the best of such officers' ’ knowledge, based on such review, the Company GMACM has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will GMACM shall deliver to the Depositor, the Master ServicerServicer and the Securities Administrator, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2006, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the CompanyGMACM. In addition, the Company GMACM shall provide such other information with respect to the EMC GMACM Mortgage Loans and the servicing and administration thereof within the control of the Company GMACM which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the “Exchange Act”).
(ii) The Company GMACM shall indemnify and hold harmless the Depositor, the Master Servicer Servicer, the Securities Administrator and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach by the Company GMACM or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the Company's GMACM’s gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor, the Master Servicer and the Securities Administrator as a result of a court of law or other administrative or regulatory body with authority holding such indemnification void on the basis of public policy or similar reason or insufficient to hold harmless the Depositor, the Master ServicerServicer or the Securities Administrator, then the Company GMACM agrees that it shall contribute to the amount paid or payable by the Depositor, the Master Servicer and the Securities Administrator as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Securities Administrator in such proportion as is appropriate to reflect the relative fault of the Master Servicer Trustee or the Depositor on the one hand and the Company GMACM on the other in connection with a breach of the Company's GMACM’s obligations under this Section 3.13(b) or GMACM’s gross negligence, bad faith or willful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b)(ii).
Appears in 1 contract
Annual Certificate as to Compliance. (a) The Company will Each Servicer shall deliver to the Depositor, the Master Servicer Servicer, the Securities Administrator and each Rating Agency not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2006 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer an Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company such Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' ’ supervision, and (ii) to the best of such officers' ’ knowledge, based on such review, the Company such Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will Each Servicer shall deliver to the Depositor, the Master Servicer, the Securities Administrator, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2006, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the Companyapplicable Servicer. In addition, the Company applicable Servicer shall provide such other information with respect to the EMC related Mortgage Loans and the servicing and administration thereof within the its control of the Company which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the “Exchange Act”).
(ii) The Company Each Servicer shall indemnify and hold harmless the Depositor, the Master Servicer Servicer, the Securities Administrator and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach failure by the Company applicable Servicer or any of its officers, directors, agents or affiliates of to perform its obligations under this Section 3.13(b), or any material misrepresentation or omission contained in the certification delivered pursuant to clause (b)(i) above, or the Company's applicable Servicer’s gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor, the Master Servicer and the Securities Administrator as a result of a court of law or other administrative or regulatory body with authority holding such indemnification void on the basis of public policy or similar reason or insufficient to hold harmless the Depositor, the Master ServicerServicer or the Securities Administrator, then the Company related Servicer agrees that it shall contribute to the amount paid or payable by the Depositor, the Master Servicer and the Securities Administrator as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Securities Administrator in such proportion as is appropriate to reflect the relative fault of the Master Servicer Securities Administrator or the Depositor on the one hand and the Company related Servicer on the other in connection with a breach of the Company's failure to perform such obligations under this Section 3.13(b) or such Servicer’s gross negligence, bad faith or willful misconduct in connection therewith or any material misrepresentation or omission contained in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b)(ii).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Nomura Home Equity Loan Trust, Series 2005-He1)
Annual Certificate as to Compliance. (a) The Company Option One will deliver to the Master Servicer Depositor and the Trustee not later than March 1, 2004 and thereafter, not later than March 1 15 of each year thereafter(or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer stating, as to each signatory thereof, that (i) a review of the activities of the Company Option One during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company Option One has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company Option One will deliver to the Master ServicerDepositor and the Trustee, on or before March 1 of 1, 2004, and for each year beginning thereafter, not later than March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), 15 or on any alternative date specified by the Master Servicer Depositor or the Trustee upon thirty (30) days written request, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the CompanyOption One. In addition, the Company Option One shall provide such other information with respect to the EMC Option One Mortgage Loans and the servicing and administration thereof within the control of the Company Option One which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the "Exchange Act").
(ii) The Company Option One shall indemnify and hold harmless the Master Servicer Depositor, the Trustee and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach by the Company Option One or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the CompanyOption One's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Master ServicerDepositor and the Trustee, then the Company Option One agrees that it shall contribute to the amount paid or payable by the Master Servicer Depositor and the Trustee as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Trustee in such proportion as is appropriate to reflect the relative fault of the Master Servicer Trustee or the Depositor on the one hand and the Company Option One on the other in connection with a breach of the CompanyOption One's obligations under this Section 3.13(b)) or Option One's negligence, bad faith or wilful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corp)
Annual Certificate as to Compliance. (a) The Company will Servicer shall deliver to the Master Servicer Depositor and the Trustee not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2006 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' ’ supervision, and (ii) to the best of such officers' ’ knowledge, based on such review, the Company Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe believes to be immaterial.
(i) The Company will Servicer shall deliver to the Master ServicerDepositor and the Trustee, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2006, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the CompanyServicer. In addition, the Company Servicer shall provide such other information with respect to the EMC related Mortgage Loans and the servicing and administration thereof within the control of the Company Servicer which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the “Exchange Act”).
(ii) The Company Servicer shall indemnify and hold harmless the Master Servicer Depositor, the Trustee and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach by the Company Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the Company's Servicer’s gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor and the Trustee as a result of a court of law or insufficient to hold harmless other administrative or regulatory body with authority holding such indemnification void on the Master Servicerbasis of public policy or similar reason, then the Company Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer Depositor and the Trustee as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Trustee in such proportion as is appropriate to reflect the relative fault of the Master Servicer Trustee or the Depositor on the one hand and the Company Servicer on the other in connection with a breach of the Company's Servicer’s obligations under this Section 3.13(b) or the Servicer’s gross negligence, bad faith or willful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b)(ii).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (ACE Securities Corp Home Equity Trust 2005-He3)
Annual Certificate as to Compliance. (a) The Company will Each Servicer shall deliver to the Master Servicer Depositor and the Trustee not later than March 1, 2004 and not later than March 1 15th of each year thereaftercommencing in 2005 (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), a certificate of a Servicing Officer Authorized Servicer Representative stating, as to each signatory thereof, that (i) a review of the activities of the Company related Servicer during the preceding calendar year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Company related Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof except for such defaults as such officer in its good faith judgment believe to be immaterial.
(i) The Company will Each Servicer shall deliver to the Master ServicerDepositor and the Trustee, on or before March 1 15th of each year beginning March 1, 2004 (or, if any such day is not a Business Day, the immediately preceding Business Day), or on any alternative date specified by the Master Servicer upon thirty (30) days written requestcommencing in 2005, a certification containing the information set forth in Exhibit L. Such certification shall be signed by the senior officer in charge of servicing of the Companyrelated Servicer. In addition, the Company each Servicer shall provide such other information with respect to the EMC related Mortgage Loans and the servicing and administration thereof within the control of the Company such Servicer which shall be required to enable the Master Servicer Depositor and the Trustee to comply with the reporting requirements of the Securities and Exchange Act of 1934, as amendedamended (the "Exchange Act").
(ii) The Company Each Servicer shall indemnify and hold harmless the Master Servicer Depositor, the Trustee and its their respective officers, directors, agents and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and other costs and expenses to the extent arising out of or based upon a breach by the Company such Servicer or any of its officers, directors, agents or affiliates of its obligations under this Section 3.13(b), or a breach in any of the representations in the certification delivered pursuant to clause (b)(i) above, or the Companysuch Servicer's gross negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable to the Depositor and the Trustee as a result of a court of law or insufficient to hold harmless other administrative or regulatory body with authority holding such indemnification void on the Master Servicerbasis of public policy or similar reason, then the Company related Servicer agrees that it shall contribute to the amount paid or payable by the Master Servicer Depositor and the Trustee as a result of the losses, claims, damages or liabilities of the Master Servicer Depositor or the Trustee in such proportion as is appropriate to reflect the relative fault of the Master Servicer Trustee or the Depositor on the one hand and the Company related Servicer on the other in connection with a breach of the Companysuch Servicer's obligations under this Section 3.13(b) or such Servicer's gross negligence, bad faith or wilful misconduct in connection therewith or a breach of any of the representations in the certification delivered pursuant to clause (b)(i) above with respect to the matters covered by this Section 3.13(b)(ii).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mortgage Pass-Through Certificates Series 2004-Ap1)
