Assessment of Compliance and Attestation Reports. 164 Section 9.26. Annual Statement of Compliance with Applicable Servicing Criteria . 165 Section 9.27. Merger or Consolidation. 166 Section 9.28. Resignation of Master Servicer. 166 Section 9.29. Assignment or Delegation of Duties by the Master Servicer. 167 Section 9.30. Limitation on Liability of the Master Servicer and Others. 167 Section 9.31. Indemnification; Third-Party Claims. 168 ARTICLE X REMIC ADMINISTRATION 169 Section 10.01. REMIC Administration. 169 Section 10.02. Prohibited Transactions and Activities. 172 Section 10.03. Indemnification with Respect to Certain Taxes and Loss of REMIC Status. 172 Section 10.04. REO Property. 172 ARTICLE XI MISCELLANEOUS PROVISIONS 173 Section 11.01. Binding Nature of Agreement; Assignment. 173 Section 11.02. Entire Agreement. 173 Section 11.03. Amendment. 173 Section 11.04. Voting Rights. 175 Section 11.05. Provision of Information. 176 Section 11.06. Governing Law. 176 Section 11.07. Notices. 176 Section 11.08. Severability of Provisions. 177 Section 11.09. Indulgences; No Waivers. 177 Section 11.10. Headings Not To Affect Interpretation. 177 Section 11.11. Benefits of Agreement. 177 Section 11.12. Special Notices to the Rating Agencies and any NIMS Insurer. 177 Section 11.13. Conflicts. 178 Section 11.14. Counterparts. 179 Section 11.15. Transfer of Servicing. 179 ATTACHMENTS Exhibit A Forms of Certificates Exhibit B-1 Form of Initial Certification Exhibit B-2 Form of Interim Certification Exhibit B-3 Form of Final Certification Exhibit B-4 Form of Endorsement Exhibit C Request for Release of Documents and Receipt Exhibit D-l Form of Residual Certificate Transfer Affidavit (Transferee) Exhibit D-2 Form of Residual Certificate Transfer Affidavit (Transferor) Exhibit E List of Servicing Agreements Exhibit F Form of Rule 144A Transfer Certificate Exhibit G Form of Purchaser’s Letter for Institutional Accredited Investors Exhibit H Form of ERISA Transfer Affidavit Exhibit I [Reserved] Exhibit J [Reserved] Exhibit K List of Custodial Agreements Exhibit L-1 Form of Transfer Certificate for Transfer from Restricted Global Security to Regulation S Global Security Exhibit L-2 Form of Transfer Certificate for Transfer from Regulation S Global Security to Restricted Global Security Exhibit M Form of Back-up Certification to be Provided by the Trustee to the Depositor Exhibit N-1 Swap Agreement Exhibit N-2 Cap Agreement Exhibit O Servicing Criteria to be Addressed in Report on Assessment of Compliance Exhibit P Transac...
Assessment of Compliance and Attestation Reports. 136 Section 9.26. Annual Statement of Compliance with Applicable Servicing Criteria . 138 Section 9.27. Merger or Consolidation. 138
Assessment of Compliance and Attestation Reports. Each Responsible Party shall provide to the Securities Administrator and to the Depositor, no later than March 1 of each year, commencing ______, an assessment of compliance with servicing criteria ("ASSESSMENT OF COMPLIANCE") and related attestation report ("ATTESTATION REPORT") as of and for the period ending on December 31 of the preceding calendar year, which Assessment of Compliance and Attestation Report shall relate to each of the servicing criteria identified on Exhibit 1122 hereto as the responsibility of such Responsible Party and shall comply with the provisions of Item 1122 of Regulation AB. Each Assessment of Compliance provided by a Responsible Party shall include (a) a statement of such party's responsibility for assessing compliance with the servicing criteria applicable to such party, (b) a statement that such party used the criteria identified in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria, (c) disclosure of any material instance of noncompliance identified by such party, and (d) a statement that a registered public accounting firm has issued an Attestation Report on such party's Assessment of Compliance with the applicable servicing criteria.
Assessment of Compliance and Attestation Reports. 185 Section 9.26. Annual Statement of Compliance with Applicable Servicing Criteria. 186 Section 9.27. Merger or Consolidation. 187 Section 9.28. Resignation of Master Servicer. 187 Section 9.29. Assignment or Delegation of Duties by the Master Servicer. 187 Section 9.30. Limitation on Liability of the Master Servicer and Others. 188 Section 9.31. Indemnification; Third-Party Claims. 189 Section 9.32. Special Servicing of Delinquent Mortgage Loans. 189 Section 9.33. Alternative Index. 190 Section 9.34. Duties of the Credit Risk Manager. 190 Section 9.35. Limitation Upon Liability of the Credit Risk Manager. 192 Section 9.36. Indemnification by the Credit Risk Manager. 192 Section 9.37. Removal of Credit Risk Manager. 193 ARTICLE X REMIC ADMINISTRATION Section 10.01. REMIC Administration. 193 Section 10.02. Prohibited Transactions and Activities. 196
Assessment of Compliance and Attestation Reports. (a) By March 10 (with a 5 calendar day cure period) of each year, commencing in March 2007, the Servicer, the Subservicer, the Indenture Trustee and any Additional Servicer, each at its own expense, shall furnish, and each of the preceding parties, as applicable, shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria that contains (A) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such party’s assessment of compliance with the Relevant Servicing Criteria as of and for the 141 Exhibit 4.5 fiscal year covered by the Form 10-K required to be filed pursuant to Section 6.20(c), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.
Assessment of Compliance and Attestation Reports. ... 74 SECTION 5.2
Assessment of Compliance and Attestation Reports. On and after January 1, 2006, the Servicer shall service and administer the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation AB, the Servicer shall deliver to the Issuing Entity, the Indenture Trustee, the Depositor, the Credit Enhancer and each Rating Agency on or before [February 28] of each calendar year beginning in 2007, a report regarding the Servicer's assessment of compliance (an "Assessment of Compliance") with the Servicing Criteria during the preceding calendar year. The Assessment of Compliance must be reasonably satisfactory to the Indenture Trustee, and as set forth in Regulation AB, the Assessment of Compliance must contain the following:
Assessment of Compliance and Attestation Reports. 99 Section 3.32 Reports to the Commission...................................................................101 ARTICLE IV FLOW OF FUNDS 106
Assessment of Compliance and Attestation Reports. (a) Each of the Servicer, the Trustee and the Custodian, each at its own expense, shall deliver, and shall cause each Servicing Function Participant engaged by it to deliver, or otherwise make available to the Depositor and the Trustee on or before March 15th of each calendar year beginning in 2007, a report regarding such party's assessment of compliance with the Relevant Servicing Criteria (each, an "Assessment of Compliance"), reasonably satisfactory to the Depositor and the Trustee, that contains (i) a statement by such party of its responsibility for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that such party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such party's assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by such Assessment of Compliance, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, (iv) a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period and (v) a statement as to which of the Servicing Criteria, if any, are not applicable to such party, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving such party, that are backed by the same asset type as the Mortgage Loans. No later than February 1 of each fiscal year for the Trust for which a 10-K is required to be filed pursuant to Section 3.32(c), the Servicer, the Trustee and the Custodian shall each forward to the Trustee the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Servicer, the Trustee and the Custodian (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 3.31(b)) of each Servicing Function Participant engaged by it. Promptly after receipt of such Assessments of Compliance, the Trustee shall confirm that the Assessments of Compliance, taken individually address the Relevant Servicing Crit...
Assessment of Compliance and Attestation Reports. 39 Section 6.17. Limitation on Liability of the Depositor and Others 40
