Assessment of Compliance with Servicing Criteria. On and after January 1, 2007, the Servicer shall service and administer, and shall cause each subservicer to service or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to the Mortgage Loans, the Servicer shall deliver to the Owner or its designee, the Master Servicer, the Trustee, and any Depositor on or before March 15th of each calendar year beginning in 2008, a report (an “Assessment of Compliance”) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer; (b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer; (c) An assessment by such officer of the Servicer’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans; (d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Assessment of Compliance for the period consisting of the preceding calendar year; and (e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit J hereto. With respect to the Mortgage Loans, on or before March 15th of each calendar year beginning in 2008, the Servicer shall furnish to the Owner or its designee, the Master Servicer, the Trustee and any Depositor a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Section 6.09. In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Prime Mortgage Trust 2007-3), Pooling and Servicing Agreement (Bear Stearns ARM Trust 2007-4), Servicing Agreement (Prime Mortgage Trust 2007-1)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer shall use its best efforts to deliver to the Owner or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1, but in no event later than March 15 of each calendar year beginning in 2008, 2007 a report (an “Assessment of Compliance”) reasonably satisfactory to the Owner, any Master Servicer and any Depositor regarding the Servicer’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise required by the Master Servicer, which as of . Such report shall be addressed to the date hereof, require a report Owner and such Depositor and signed by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoG hereto delivered to the Owner concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loans, on or before March 15th subject of each calendar year beginning in 2008a Pass-Through Transfer, the Servicer shall furnish use its best efforts to deliver to the Owner or its designee, the any Master Servicer, the Trustee Servicer and any Depositor on March 1, but in no event later than March 15 of each calendar year beginning in 2007 a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Servicer Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 11.19 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Section Sections 6.09. In Each assessment of compliance provided by a Subservicer shall address each of the event Servicing Criteria specified on a certification substantially in the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, form of Exhibit G hereto delivered to the terms Owner concurrently with the execution of this AgreementAgreement or, or any other applicable agreement in the case of a Subservicer subsequently appointed as such, on or Subcontractorprior to the date of such appointment. In the event that the Servicer fails to timely comply with this Section 6.09 after the cure period set forth herein, as commencing on March 15th of the case may berelated year, the Owner shall use its commercially reasonable efforts to obtain written or verbal statements or assurances from the Commission, by March 30th of the related year (or such party shall extension of time granted by the Commission so that it can review the facts surrounding any requests made by the Owner) that such failure to provide an the required Assessment of Compliance and cause to be provided an Attestation Report pursuant on a timely basis, and a one time additional failure by the Servicer to comply with this Section 6.09, will not result in any adverse effect on the Owner or its affiliates with respect to any Shelf Registration on Form S-3 of the Owner or any of its affiliates. Any costs or expenses incurred by the Owner in obtaining such statement or assurances from the Commission shall be reimbursed to the Owner by the Servicer. In the event that the Owner is unable to receive any such assurances from the Commission after the use of such commercially reasonable efforts by March 30th (or any extension period granted by the Commission) of the related year, such failure by the Servicer to comply with this Section 6.09 shall be deemed an Event of Default, automatically at such time, without notice and without any cure period, and Owner may, in addition to whatever rights the Owner may have under Section 8.01, subject to the limitation expressed therein, and at law or equity or to damages, including injunctive relief and specific performance, terminate all the related section rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, as provided in Section 9.01 . Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Failure to provide the Assessment of Compliance or Attestation Report will be treated as a failure of the Servicer to perform its duties under the Agreement and will be subject to the indemnification provisions of Section 8.01, subject to the limitation expressed therein, of the Agreement. This indemnification is understood by the parties hereto to cover any gross negligence bad faith or willful misconduct of the Servicer in connection with its performance hereunder. For any indemnification from the Servicer to any Master Servicer, the Servicer in no event will be liable for punitive or consequential damages, regardless of the form of action, whether in contract, tort or otherwise. If the indemnification provided for therein is unavailable or insufficient to hold harmless the Owner, each affiliate of the Owner, and each of the following parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such other applicable agreementparties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. In the case of any failure of performance described above, the Servicer shall promptly reimburse the Owner, any Depositor, as applicable, and each Person responsible for the case may bepreparation, notwithstanding execution or filing of any report required to be filed with the Commission with respect to such terminationSecuritization Transaction, assignment or resignationfor execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
13. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 6.10:
Appears in 5 contracts
Samples: Servicing Agreement (SACO I Trust 2006-8), Servicing Agreement (SACO I Trust 2006-6), Pooling and Servicing Agreement (Bear Stearns ARM Trust 2006-2)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Securitization Transaction, the Servicer shall deliver to the Owner Purchaser or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before Depositor, using best efforts by March 1st, but in no event later than March 15th of each calendar year beginning in 20082007, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the Servicer’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoO hereto delivered to the Servicer concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Securitization Transaction, on or before using best efforts by March 1st, but in no event later than March 15th of each calendar year beginning in 20082007, the Servicer shall furnish to the Owner Purchaser or its designee, the any Master Servicer, the Trustee Servicer and any Depositor a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Servicer Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 11.20 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the OwnerPurchaser, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Section 6.09Sections 6.07. In the event Failure of the Servicer to timely comply with this Section 6.07 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the Purchaser as described herein, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or any Subservicer equity or Subcontractor engaged by it is terminatedto damages, assigns its including injunctive relief and specific performance, terminate all the rights and obligations underof the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, or resigns as provided in Section 9.01. Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, . This paragraph shall supercede any other provision in this Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationcontrary.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac4), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac4), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac4)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer Company shall service and administer, and shall cause each subservicer Subservicer to service Servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer Company shall deliver to the Owner Purchaser or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1 of each calendar year beginning in 20082007, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the ServicerCompany’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the ServicerCompany;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the ServicerCompany;
(c) An assessment by such officer of the ServicerCompany’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the ServicerCompany’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the ServicerCompany, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoM hereto delivered to the Purchaser concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th 1 of each calendar year beginning in 20082007, the Servicer Company shall furnish to the Owner Purchaser or its designee, the any Master Servicer, the Trustee Servicer and any Depositor a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer Company shall cause each Subservicer, and each Subcontractor determined by the Servicer Company pursuant to Section 11.15 11.19 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the OwnerPurchaser, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Sections 6.07. If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Company to timely comply with this Section 6.09. In 6.07 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the event Purchaser as described herein, and Purchaser may, in addition to whatever rights the Servicer Purchaser may have under Sections 3.03 and 8.01 and at law or any Subservicer equity or Subcontractor engaged by it is terminatedto damages, assigns its including injunctive relief and specific performance, terminate all the rights and obligations under, or resigns of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company except for compensation and rights arising prior to such termination. Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, . This paragraph shall supersede any other provision in this Agreement or any other applicable agreement to the contrary. Notwithstanding anything in this Agreement to the case of a Subservicer or Subcontractorcontrary, as the case may be, such party shall provide Company will only be required to deliver an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this when it is not “participating in the servicing function” within the meaning of Item 1122 of Regulation AB including Instruction 2 thereof upon prior written notice by the Purchaser that any Master Servicer has requested such information.
19. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.6.08:
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Prime Mortgage Trust 2006-2), Purchase, Warranties and Servicing Agreement (Prime Mortgage Trust 2007-1)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer shall service and administer, and shall cause each subservicer to service or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to the Mortgage Loans, the Servicer shall deliver to the Owner or its designee, the Master Servicer, the TrusteeSecurities Administrator, and any Depositor on or before March 15th of each calendar year beginning in 20082007, a report (an “"Assessment of Compliance”") regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s 's compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s 's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit J hereto. With respect to the Mortgage Loans, on or before March 15th of each calendar year beginning in 20082007, the Servicer shall furnish to the Owner or its designee, the Master Servicer, the Trustee Securities Administrator and any Depositor a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Securities Administrator and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in Section 6.09. In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-2, Mortgage Pass-Through Certificates, Series 2006-2), Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-5)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer Company shall service and administer, and shall cause each subservicer Servicer to service or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Securitization Transaction, the Servicer Company shall deliver to the Owner Purchaser or its designee, the any Securitization Master Servicer, the Trustee, Servicer and any Depositor on or before using best efforts by March 15th 1, but in no event later than March 15 of each calendar year beginning in 20082007, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser, any Securitization Master Servicer and any Depositor regarding the ServicerCompany’s assessment of compliance with the applicable Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Purchaser, or as otherwise required by the such Securitization Master Servicer, which as of the date hereof, require a report Servicer and such Depositor and signed by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar yearCompany, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum and shall address each of the “Applicable Servicing Criteria Criteria” specified on Exhibit J heretoK hereto (or those Servicing Criteria otherwise mutually agreed to by the Purchaser, the Company and any Person that will be responsible for signing any Sarbanes Certification with respect to a Securitization Transaction in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit K) delivered to the Purchaser at the time of any Securitization Transaction. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Securitization Transaction, on or before using best efforts by March 15th 1, but it no event later than March 15 of each calendar year beginning in 20082007, the Servicer Company shall furnish to the Owner Purchaser or its designee, the any Securitization Master Servicer, the Trustee Servicer and any Depositor a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Public Company Accounting Oversight BoardSecurities Act. The Servicer Company shall cause each Servicer, Subservicer, and each Subcontractor determined by the Servicer Company pursuant to Section 11.15 11.19 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the OwnerPurchaser, the any Securitization Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in this Section 6.096.07. Failure of the Company to timely comply with this Section 6.07 with respect to its own Assessment of Compliance or Attestation Report shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the Purchaser, and Purchaser may, in addition to whatever rights the Purchaser may have under Section 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. Failure of the Company to comply with this Section 6.07 with respect to an Assessment of Compliance or Attestation Report pertaining to a Servicer, Subservicer and each Subcontractor shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the Purchaser, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 8.01 and at law or equity or to damages, including injunctive relief and specific performance, direct the Company, at the Company’s expense, to terminate the servicing rights and responsibilities of said Servicer, Subservicer or Subcontractor with respect to the Mortgage Loans being serviced by said Servicer, Subservicer or Subcontractor and to replace such Servicer, Subservicer or Subcontractor with another Servicer, Subservicer or Subcontractor. In the event that the Servicer Company does not begin to make such a replacement within ten (10) Business Days of receiving written notice from the Purchaser directing that such replacement be made, Purchaser may, in addition to whatever rights the Purchaser may have under Sections 8.01 and at law or any Subservicer equity or Subcontractor engaged by it is terminatedto damages, assigns its including injunctive relief and specific performance, terminate all the rights and obligations underof the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, as provided in Section 9.01. Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supercede any other provision in this Agreement or resigns any other agreement to the contrary. For purposes of this paragraph only, and with respect to any Mortgage Loan that has been securitized, the term “Purchaser” shall include the related Securitization Master Servicer, who may exercise the rights and remedies of the Purchaser provided for by this paragraph; provided, however, that, for purposes of this paragraph, the Securitization Master Servicer shall not constitute the Purchaser for purposes of, and shall have no rights as Purchaser pursuant to, Section 8.01. Each assessment of compliance provided by a Subservicer pursuant to the terms preceding paragraph shall address each of this Agreement, or any other applicable agreement the Servicing Criteria specified on a certification substantially in the case form of a Subservicer or Subcontractor, as Exhibit K hereto delivered concurrently with the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section appointment of such other applicable agreement, Subservicer.
16. Article VI of the Agreement is hereby amended effective as of the case may be, notwithstanding any such termination, assignment or resignation.date hereof by adding the following new Section 6.08:
Appears in 1 contract
Samples: Purchase, Warranties and Servicing Agreement (RBSGC Mortgage Loan Trust 2007-B)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer shall use its best efforts to deliver to the Owner or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1, but in no event later than March 15 of each calendar year beginning in 2008, 2007 a report (an “"Assessment of Compliance”") reasonably satisfactory to the Owner, any Master Servicer and any Depositor regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise required by the Master Servicer, which as of . Such report shall be addressed to the date hereof, require a report Owner and such Depositor and signed by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoG hereto delivered to the Owner concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loans, on or before March 15th subject of each calendar year beginning in 2008a Pass-Through Transfer, the Servicer shall furnish use its best efforts to deliver to the Owner or its designee, the any Master Servicer, the Trustee Servicer and any Depositor on March 1, but in no event later than March 15 of each calendar year beginning in 2007 a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Servicer Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 11.19 to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in Section Sections 6.09. In Each assessment of compliance provided by a Subservicer shall address each of the event Servicing Criteria specified on a certification substantially in the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, form of Exhibit G hereto delivered to the terms Owner concurrently with the execution of this AgreementAgreement or, or any other applicable agreement in the case of a Subservicer subsequently appointed as such, on or Subcontractorprior to the date of such appointment. In the event that the Servicer fails to timely comply with this Section 6.09 after the cure period set forth herein, as commencing on March 15th of the case may berelated year, the Owner shall use its commercially reasonable efforts to obtain written or verbal statements or assurances from the Commission, by March 30th of the related year (or such party shall extension of time granted by the Commission so that it can review the facts surrounding any requests made by the Owner) that such failure to provide an the required Assessment of Compliance and cause to be provided an Attestation Report pursuant on a timely basis, and a one time additional failure by the Servicer to comply with this Section 6.09, will not result in any adverse effect on the Owner or its affiliates with respect to any Shelf Registration on Form S-3 of the Owner or any of its affiliates. Any costs or expenses incurred by the Owner in obtaining such statement or assurances from the Commission shall be reimbursed to the Owner by the Servicer. In the event that the Owner is unable to receive any such assurances from the Commission after the use of such commercially reasonable efforts by March 30th (or any extension period granted by the Commission) of the related year, such failure by the Servicer to comply with this Section 6.09 shall be deemed an Event of Default, automatically at such time, without notice and without any cure period, and Owner may, in addition to whatever rights the Owner may have under Section 8.01, subject to the limitation expressed therein, and at law or equity or to damages, including injunctive relief and specific performance, terminate all the related section rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, as provided in Section 9.01 . Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Failure to provide the Assessment of Compliance or Attestation Report will be treated as a failure of the Servicer to perform its duties under the Agreement and will be subject to the indemnification provisions of Section 8.01, subject to the limitation expressed therein, of the Agreement. This indemnification is understood by the parties hereto to cover any gross negligence bad faith or willful misconduct of the Servicer in connection with its performance hereunder. For any indemnification from the Servicer to any Master Servicer, the Servicer in no event will be liable for punitive or consequential damages, regardless of the form of action, whether in contract, tort or otherwise. If the indemnification provided for therein is unavailable or insufficient to hold harmless the Owner, each affiliate of the Owner, and each of the following parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such other applicable agreementparties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an "Indemnified Party"), then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. In the case of any failure of performance described above, the Servicer shall promptly reimburse the Owner, any Depositor, as applicable, and each Person responsible for the case may bepreparation, notwithstanding execution or filing of any report required to be filed with the Commission with respect to such terminationSecuritization Transaction, assignment or resignationfor execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
13. Article VI of the Agreement is hereby amended effective as of the date hereof by adding the following new Section 6.10:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-1)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer shall deliver to the Owner or its designee, the Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1st of each calendar year beginning in 20082007, a report (an “"Assessment of Compliance”") reasonably satisfactory to the Owner, the Master Servicer and any Depositor regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise reasonably required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s 's compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s 's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoK hereto delivered to the Owner concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th 1st of each calendar year beginning in 20082007, the Servicer shall furnish to the Owner or its designee, the Master Servicer, the Trustee Servicer and any Depositor a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise reasonably required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in Section 6.09. In the event If the Servicer cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the Owner, at its sole option, may permit a cure period for the Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Servicer to timely comply with this Section 6.09 shall be deemed an Event of Default, automatically, without notice and without any Subservicer cure period, unless otherwise agreed to by the Owner as described herein, and Owner may, in addition to whatever rights the Owner may have under Section 8.01 and at law or Subcontractor engaged by it is terminatedequity or to damages, assigns its including injunctive relief and specific performance, terminate all the rights and obligations underof the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, or resigns as provided in Section 9.01 (except the Servicer shall be entitled to any reimbursements set forth in the Agreement). Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, . This paragraph shall supercede any other provision in this Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section contrary.
13. Article VI of such other applicable agreement, the Agreement is hereby amended effective as of the case may be, notwithstanding any such termination, assignment or resignation.date hereof by adding the following new Section 6.08:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-7)
Assessment of Compliance with Servicing Criteria. On and after January May 1, 20072006, the Servicer shall service and administer, and shall cause each subservicer to service or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to the Mortgage Loans, the Servicer shall deliver to the Owner or its designee, the Master Servicer, the TrusteeSecurities Administrator, and any Depositor on or before March 15th of each calendar year beginning in 20082007, a report (an “Assessment of Compliance”) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit J hereto. With respect to the Mortgage Loans, on or before March 15th of each calendar year beginning in 20082007, the Servicer shall furnish to the Owner or its designee, the Master Servicer, the Trustee Securities Administrator and any Depositor a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Securities Administrator and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Section 6.09. In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Prime Mortgage Trust 2006-1)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer shall use its best efforts to deliver to the Owner or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1, but in no event later than March 15 of each calendar year beginning in 2008, 2007 a report (an “"Assessment of Compliance”") reasonably satisfactory to the Owner, any Master Servicer and any Depositor regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise required by the Master Servicer, which as of . Such report shall be addressed to the date hereof, require a report Owner and such Depositor and signed by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoG hereto delivered to the Owner concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loans, on or before March 15th subject of each calendar year beginning in 2008a Pass-Through Transfer, the Servicer shall furnish use its best efforts to deliver to the Owner or its designee, the any Master Servicer, the Trustee Servicer and any Depositor on March 1, but in no event later than March 15 of each calendar year beginning in 2007 a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 1 5d- 18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Servicer Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 11.19 to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in Section Sections 6.09. In Each assessment of compliance provided by a Subservicer shall address each of the event Servicing Criteria specified on a certification substantially in the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, form of Exhibit G hereto delivered to the terms Owner concurrently with the execution of this AgreementAgreement or, or any other applicable agreement in the case of a Subservicer subsequently appointed as such, on or Subcontractorprior to the date of such appointment. In the event that the Servicer fails to timely comply with this Section 6.09 after the cure period set forth herein, as commencing on March 15th of the case may berelated year, the Owner shall use its commercially reasonable efforts to obtain written or verbal statements or assurances from the Commission, by March 30th of the related year (or such party shall extension of time granted by the Commission so that it can review the facts surrounding any requests made by the Owner) that such failure to provide an the required Assessment of Compliance and cause to be provided an Attestation Report pursuant on a timely basis, and a one time additional failure by the Servicer to comply with this Section 6.09, will not result in any adverse effect on the Owner or its affiliates with respect to any Shelf Registration on Form S-3 of the Owner or any of its affiliates. Any costs or expenses incurred by the Owner in obtaining such statement or assurances from the Commission shall be reimbursed to the Owner by the Servicer. In the event that the Owner is unable to receive any such assurances from the Commission after the use of such commercially reasonable efforts by March 30th (or any extension period granted by the Commission) of the related year, such failure by the Servicer to comply with this Section 6.09 shall be deemed an Event of Default, automatically at such time, without notice and without any cure period, and Owner may, in addition to whatever rights the Owner may have under Section 8.01, subject to the limitation expressed therein, and at law or equity or to damages, including injunctive relief and specific performance, terminate all the related section rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, as provided in Section 9.01 . Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Failure to provide the Assessment of Compliance or Attestation Report will be treated as a failure of the Servicer to perform its duties under the Agreement and will be subject to the indemnification provisions of Section 8.01, subject to the limitation expressed therein, of the Agreement. This indemnification is understood by the parties hereto to cover any gross negligence bad faith or willful misconduct of the Servicer in connection with its performance hereunder. For any indemnification from the Servicer to any Master Servicer, the Servicer in no event will be liable for punitive or consequential damages, regardless of the form of action, whether in contract, tort or otherwise. If the indemnification provided for therein is unavailable or insufficient to hold harmless the Owner, each affiliate of the Owner, and each of the following parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such other applicable agreementparties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an "Indemnified Party"), then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. In the case of any failure of performance described above, the Servicer shall promptly reimburse the Owner, any Depositor, as applicable, and each Person responsible for the case may bepreparation, notwithstanding execution or filing of any report required to be filed with the Commission with respect to such terminationSecuritization Transaction, assignment or resignationfor execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Trust 2007-Sd2)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer shall service and administer, and shall cause each subservicer to service or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer shall deliver to the Owner Purchaser or its designee, the Master Servicer, the Trustee, and any Depositor designee on or before March 15th 1 of each calendar fiscal year beginning in 20082007, a report (an “"Assessment of Compliance”") reasonably satisfactory to the Purchaser regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the preceding calendar fiscal year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s 's compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar fiscal year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s 's Assessment of Compliance for the period consisting of the preceding calendar fiscal year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J hereto17 hereto delivered to the Purchaser concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th 1 of each calendar fiscal year beginning in 20082007, the Servicer shall furnish to the Owner Purchaser or its designee, the Master Servicer, the Trustee and any Depositor designee a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 Subsection 11.30(c) to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in clause (11) of Section 6.09. In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation12.
Appears in 1 contract
Samples: Master Mortgage Loan Purchase and Servicing Agreement (Luminent Mortgage Trust 2006-7)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer shall service and administer, and shall cause each subservicer to service or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to the Mortgage Loans, the Servicer shall deliver to the Owner or its designee, the Master Servicer, the TrusteeSecurities Administrator, and any Depositor on or before March 15th of each calendar year beginning in 20082007, a report (an “"Assessment of Compliance”") regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s 's compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s 's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit J hereto. With respect to the Mortgage Loans, on or before March 15th of each calendar year beginning in 20082007, the Servicer shall furnish to the Owner or its designee, the Master Servicer, the Trustee Securities Administrator and any Depositor a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Securities Administrator and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in Section 6.09. In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, to the terms of this Agreement, Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such terminationtermination , assignment or resignation.
Appears in 1 contract
Samples: Servicing Agreement (Bear Stearns ALT-A Trust 2007-2)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer Company shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer Company shall deliver to the Owner Purchaser or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1 of each calendar year beginning in 20082007, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the ServicerCompany’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise reasonably required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the ServicerCompany;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the ServicerCompany;
(c) An assessment by such officer of the ServicerCompany’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the ServicerCompany’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the ServicerCompany, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoO hereto delivered to the Company concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th 1 of each calendar year beginning in 20082007, the Servicer Company shall furnish to the Owner Purchaser or its designee, the any Master Servicer, the Trustee Servicer and any Depositor a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise reasonably required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer Company shall cause each Subservicer, and each Subcontractor determined by the Servicer Company pursuant to Section 11.15 11.20 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the OwnerPurchaser, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Sections 6.07. If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 15th of such year. Failure of the Company to timely comply with this Section 6.09. In 6.07 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the event Purchaser as described herein, and Purchaser may, in addition to whatever rights the Servicer Purchaser may have under Sections 3.03 and 8.01 and at law or any Subservicer equity or Subcontractor engaged by it is terminatedto damages, assigns its including injunctive relief and specific performance, terminate all the rights and obligations underof the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, or resigns as provided in Section 9.01. Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, . This paragraph shall supercede any other provision in this Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationcontrary.
Appears in 1 contract
Samples: Purchase, Warranties and Servicing Agreement (Prime Mortgage Trust 2007-1)
Assessment of Compliance with Servicing Criteria. On and after January 1, 2007, the Servicer shall service and administer, and shall cause each subservicer to service or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to the Mortgage Loans, the Servicer shall deliver to the Owner or its designee, the Master Servicer, the TrusteeSecurities Administrator, and any Depositor on or before March 15th of each calendar year beginning in 2008, a report (an “"Assessment of Compliance”") regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s 's compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s 's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit J hereto. With respect to the Mortgage Loans, on or before March 15th of each calendar year beginning in 2008, the Servicer shall furnish to the Owner or its designee, the Master Servicer, the Trustee Securities Administrator and any Depositor a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Securities Administrator and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in Section 6.09. In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, to the terms of this Agreement, Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, as to the performance of its obligations with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be notwithstanding any such terminationtermination , assignment or resignation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust II 2007-1)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer Company shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer Company shall deliver to the Owner Purchaser or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1 of each calendar year beginning in 20082007, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the ServicerCompany’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the ServicerCompany;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the ServicerCompany;
(c) An assessment by such officer of the ServicerCompany’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the ServicerCompany’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the ServicerCompany, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoP hereto delivered to the Company concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th 1 of each calendar year beginning in 20082007, the Servicer Company shall furnish to the Owner Purchaser or its designee, the any Master Servicer, the Trustee Servicer and any Depositor a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer Company shall cause each Subservicer, and each Subcontractor determined by the Servicer Company pursuant to Section 11.15 11.19 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the OwnerPurchaser, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Sections 6.07. If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Company to timely comply with this Section 6.09. In 6.07 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the event Purchaser as described herein, and Purchaser may, in addition to whatever rights the Servicer Purchaser may have under Sections 3.03 and 8.01 and at law or any Subservicer equity or Subcontractor engaged by it is terminatedto damages, assigns its including injunctive relief and specific performance, terminate all the rights and obligations underof the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, or resigns as provided in Section 9.01. Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, . This paragraph shall supercede any other provision in this Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section contrary.
18. Article VI of such other applicable agreement, the Agreement is hereby amended effective as of the case may be, notwithstanding any such termination, assignment or resignation.date hereof by adding the following new Section 6.08:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Prime Mortgage Trust 2006-Cl1)
Assessment of Compliance with Servicing Criteria. On and after January 1, 2007the date of this Agreement, the Servicer Company shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Securitization Transaction, the Servicer Company shall deliver to the Owner Purchaser or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1 of each calendar year beginning in 2008, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the ServicerCompany’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the ServicerCompany;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the ServicerCompany;
(c) An assessment by such officer of the ServicerCompany’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the ServicerCompany’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the ServicerCompany, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoO hereto delivered to the Company concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Securitization Transaction, on or before March 15th 1 of each calendar year beginning in 2008, the Servicer Company shall furnish to the Owner Purchaser or its designee, the any Master Servicer, the Trustee Servicer and any Depositor a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer Company shall cause each Subservicer, and each Subcontractor determined by the Servicer Company pursuant to Section 11.15 11.20 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the OwnerPurchaser, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Sections 6.07. If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Company to timely comply with this Section 6.09. In 6.07 (including with respect to the event cure timeframes required in this section) shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the Servicer Purchaser as described herein, and Purchaser may, in addition to whatever rights the Purchaser may have under Sections 3.03 and 8.01 and at law or any Subservicer equity or Subcontractor engaged by it is terminatedto damages, assigns its including injunctive relief and specific performance, terminate all the rights and obligations underof the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, or resigns as provided in Section 9.01. Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, or . This paragraph shall supercede any other applicable agreement provision in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationAgreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac5)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer Company shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer Company shall deliver to the Owner Purchaser or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1 of each calendar year beginning in 20082007, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the ServicerCompany’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the ServicerCompany;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the ServicerCompany;
(c) An assessment by such officer of the ServicerCompany’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the ServicerCompany’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the ServicerCompany, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoO hereto delivered to the Purchaser concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th 1 of each calendar year beginning in 20082007, the Servicer Company shall furnish to the Owner Purchaser or its designee, the any Master Servicer, the Trustee Servicer and any Depositor a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer Company shall cause each Subservicer, and each Subcontractor determined by the Servicer Company pursuant to Section 11.15 11.20 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the OwnerPurchaser, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Sections 6.07. If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Company to timely comply with this Section 6.09. In 6.07 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the event Purchaser as described herein, and Purchaser may, in addition to whatever rights the Servicer Purchaser may have under Sections 3.03 and 8.01 and at law or any Subservicer equity or Subcontractor engaged by it is terminatedto damages, assigns its including injunctive relief and specific performance, terminate all the rights and obligations underof the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, or resigns as provided in Section 9.01. Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, . This paragraph shall supercede any other provision in this Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationcontrary.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac6)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer Company shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer Company shall deliver to the Owner Purchaser or its designee, the Master Servicer, the Trustee, and any Depositor designee on or before March 15th February 28 of each calendar year beginning in 20082007, a report (an “"Assessment of Compliance”") reasonably satisfactory to the Purchaser regarding the Servicer’s Company's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the ServicerCompany;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the ServicerCompany;
(c) An assessment by such officer of the Servicer’s Company's compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Company's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the ServicerCompany, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoO hereto delivered to the Purchaser concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th February 28 of each calendar year beginning in 20082007, the Servicer Company shall furnish to the Owner Purchaser or its designee, the Master Servicer, the Trustee and any Depositor designee a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer Company shall cause each Subservicer, and each Subcontractor determined by the Servicer Company pursuant to Section 11.15 11.19 to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in Sections 6.07. If the Company cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Company to timely comply with this Section 6.09. In 6.07 shall be deemed an Event of Default, automatically, without notice and without any cure period, and Purchaser may, in addition to whatever rights the event Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations underof the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, or resigns as provided in Section 9.01. Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, . This paragraph shall supercede any other provision in this Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationcontrary.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-7)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer shall service and administer, and shall cause each subservicer to service or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to the Mortgage Loans, the Servicer shall deliver to the Owner or its designee, the Master Servicer, the TrusteeSecurities Administrator, and any Depositor on or before March 15th of each calendar year beginning in 20082007, a report (an “Assessment of Compliance”) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit J hereto. With respect to the Mortgage Loans, on or before March 15th of each calendar year beginning in 20082007, the Servicer shall furnish to the Owner or its designee, the Master Servicer, the Trustee Securities Administrator and any Depositor a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Securities Administrator and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Section 6.09. In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Prime Mortgage Trust 2006-2)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer Company shall service and administer, and shall cause each subservicer Subservicer to service Servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer Company shall deliver to the Owner Purchaser or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1 of each calendar year beginning in 20082007, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the ServicerCompany’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the ServicerCompany;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the ServicerCompany;
(c) An assessment by such officer of the ServicerCompany’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the ServicerCompany’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the ServicerCompany, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoM hereto delivered to the Purchaser concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th 1 of each calendar year beginning in 20082007, the Servicer Company shall furnish to the Owner Purchaser or its designee, the any Master Servicer, the Trustee Servicer and any Depositor a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer Company shall cause each Subservicer, and each Subcontractor determined by the Servicer Company pursuant to Section 11.15 11.19 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the OwnerPurchaser, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Sections 6.07. If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Company to timely comply with this Section 6.09. In 6.07 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the event Purchaser as described herein, and Purchaser may, in addition to whatever rights the Servicer Purchaser may have under Sections 3.03 and 8.01 and at law or any Subservicer equity or Subcontractor engaged by it is terminatedto damages, assigns its including injunctive relief and specific performance, terminate all the rights and obligations under, or resigns of the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company except for compensation and rights arising prior to such termination. Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, . This paragraph shall supersede any other provision in this Agreement or any other applicable agreement to the contrary. Notwithstanding anything in this Agreement to the case of a Subservicer or Subcontractorcontrary, as the case may be, such party shall provide Company will only be required to deliver an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to when it is not “participating in the related section servicing function” within the meaning of Item 1122 of Regulation AB including Instruction 2 thereof upon prior written notice by the Purchaser that any Master Servicer has requested such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationinformation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Prime Mortgage Trust 2006-1)
Assessment of Compliance with Servicing Criteria. On and after January 1, 2007, the Servicer RFC shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans HELOCs in accordance with all applicable requirements of the Servicing Criteria. With respect to any HELOCs that are the Mortgage Loanssubject of a Pass-Through Transfer required to file reports under the Exchange Act, the Servicer RFC shall deliver to the Owner Purchaser or its designee, the Master Servicer, the Trustee, and any Depositor designee on or before March 15th 15 of each calendar year beginning in 2008, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser regarding the ServicerRFC’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of RFC that satisfies the Servicer that contains the following:
(a) A statement by such officer requirements of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage LoansItem 1122. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoF hereto delivered to the Purchaser concurrently with the execution of this Agreement. With respect to any HELOCs that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th 15 of each calendar year beginning in 2008, the Servicer RFC shall furnish to the Owner Purchaser or its designee, the Master Servicer, the Trustee and any Depositor designee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerRFC, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer RFC shall cause each Subservicer, and each Subcontractor determined by the Servicer RFC pursuant to Section 11.15 11.18 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in this Section 6.096.08. In If RFC cannot deliver the related Assessment of Compliance or Attestation Report by March 15th of such year, the Purchaser, at its sole option, may permit a cure period for RFC to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 20th of such year. Failure of RFC to timely comply with this Section 6.08 shall be deemed an Event of Default, automatically, without notice and without any cure period, and Purchaser may, in addition to whatever rights the Servicer Purchaser may have under Sections 3.03 and 7.01 and at law or any Subservicer equity or Subcontractor engaged by it is terminatedto damages, assigns its including injunctive relief and specific performance, terminate all the rights and obligations underof RFC under this Agreement and in and to the HELOCs and the proceeds thereof (other than those that have accrued prior to such date) without compensating RFC for the same, or resigns as provided in Section 8.01. Such termination shall be considered with cause pursuant to, the terms to Section 9.01 of this Agreement, . This paragraph shall supercede any other provision in this Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationcontrary.
Appears in 1 contract
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer Company shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer Company shall deliver to the Owner Purchaser or its designee, the Master Servicer, the Trustee, and any Depositor designee on or before March 15th February 28 of each calendar year beginning in 20082007, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser regarding the ServicerCompany’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the ServicerCompany;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the ServicerCompany;
(c) An assessment by such officer of the ServicerCompany’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the ServicerCompany’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the ServicerCompany, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoO hereto delivered to the Purchaser concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th February 28 of each calendar year beginning in 20082007, the Servicer Company shall furnish to the Owner Purchaser or its designee, the Master Servicer, the Trustee and any Depositor designee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer Company shall cause each Subservicer, and each Subcontractor determined by the Servicer Company pursuant to Section 11.15 11.19 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Sections 6.07. If the Company cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Company to timely comply with this Section 6.09. In 6.07 shall be deemed an Event of Default, automatically, without notice and without any cure period, and Purchaser may, in addition to whatever rights the event Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations underof the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, or resigns as provided in Section 9.01. Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, . This paragraph shall supercede any other provision in this Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section contrary.
13. Article VI of such other applicable agreement, the Agreement is hereby amended effective as of the case may be, notwithstanding any such termination, assignment or resignation.date hereof by adding the following new Section 6.08:
Appears in 1 contract
Samples: Purchase, Warranties and Servicing Agreement (SACO I Trust 2006-2)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer Company shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer Company shall deliver to the Owner Purchaser or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1 of each calendar year beginning in 20082007, a report (an “"Assessment of Compliance”") reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the Servicer’s Company's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the ServicerCompany;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the ServicerCompany;
(c) An assessment by such officer of the Servicer’s Company's compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Company's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the ServicerCompany, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit J heretoa certification substantially in the form of EXHIBIT O hereto delivered to the Purchaser concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th 1 of each calendar year beginning in 20082007, the Servicer Company shall furnish to the Owner Purchaser or its designee, the any Master Servicer, the Trustee Servicer and any Depositor a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer Company shall cause each Subservicer, and each Subcontractor determined by the Servicer Company pursuant to Section 11.15 11.20 to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the OwnerPurchaser, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in Sections 6.07. If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Company to timely comply with this Section 6.09. In 6.07 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the event Purchaser as described herein, and Purchaser may, in addition to whatever rights the Servicer Purchaser may have under Sections 3.03 and 8.01 and at law or any Subservicer equity or Subcontractor engaged by it is terminatedto damages, assigns its including injunctive relief and specific performance, terminate all the rights and obligations underof the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, or resigns as provided in Section 9.01. Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, . This paragraph shall supercede any other provision in this Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationcontrary.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac2)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer Company shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer Company shall deliver to the Owner Purchaser or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1 of each calendar year beginning in 20082007, a report (an “"Assessment of Compliance”") reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the Servicer’s Company's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the ServicerCompany;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the ServicerCompany;
(c) An assessment by such officer of the Servicer’s Company's compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Company's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the ServicerCompany, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoO hereto delivered to the Purchaser concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th 1 of each calendar year beginning in 20082007, the Servicer Company shall furnish to the Owner Purchaser or its designee, the any Master Servicer, the Trustee Servicer and any Depositor a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer Company shall cause each Subservicer, and each Subcontractor determined by the Servicer Company pursuant to Section 11.15 11.20 to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the OwnerPurchaser, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in Sections 6.07. If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Company to timely comply with this Section 6.09. In 6.07 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the event Purchaser as described herein, and Purchaser may, in addition to whatever rights the Servicer Purchaser may have under Sections 3.03 and 8.01 and at law or any Subservicer equity or Subcontractor engaged by it is terminatedto damages, assigns its including injunctive relief and specific performance, terminate all the rights and obligations underof the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, or resigns as provided in Section 9.01. Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, . This paragraph shall supercede any other provision in this Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationcontrary.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-1)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer shall use its best efforts to deliver to the Owner or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1, but in no event later than March 15 of each calendar year beginning in 2008, 2007 a report (an “Assessment of Compliance”) reasonably satisfactory to the Owner, any Master Servicer and any Depositor regarding the Servicer’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise required by the Master Servicer, which as of . Such report shall be addressed to the date hereof, require a report Owner and such Depositor and signed by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum and shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoG hereto delivered to the Owner concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loans, on or before March 15th subject of each calendar year beginning in 2008a Pass-Through Transfer, the Servicer shall furnish use its best efforts to deliver to the Owner or its designee, the any Master Servicer, the Trustee Servicer and any Depositor on March 1, but in no event later than March 15 of each calendar year beginning in 2007 a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Servicer Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 11.19 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Section Sections 6.09. In Each assessment of compliance provided by a Subservicer shall address each of the event Servicing Criteria specified on a certification substantially in the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, form of Exhibit G hereto delivered to the terms Owner concurrently with the execution of this AgreementAgreement or, or any other applicable agreement in the case of a Subservicer subsequently appointed as such, on or Subcontractorprior to the date of such appointment. In the event that the Servicer fails to timely comply with this Section 6.09 after the cure period set forth herein, as commencing on March 15th of the case may berelated year, the Owner shall use its commercially reasonable efforts to obtain written or verbal statements or assurances from the Commission, by March 30th of the related year (or such party shall extension of time granted by the Commission so that it can review the facts surrounding any requests made by the Owner) that such failure to provide an the required Assessment of Compliance and cause to be provided an Attestation Report pursuant on a timely basis, and a one time additional failure by the Servicer to comply with this Section 6.09, will not result in any adverse effect on the Owner or its affiliates with respect to any Shelf Registration on Form S-3 of the Owner or any of its affiliates. Any costs or expenses incurred by the Owner in obtaining such statement or assurances from the Commission shall be reimbursed to the Owner by the Servicer. In the event that the Owner is unable to receive any such assurances from the Commission after the use of such commercially reasonable efforts by March 30th (or any extension period granted by the Commission) of the related year, such failure by the Servicer to comply with this Section 6.09 shall be deemed an Event of Default, automatically at such time, without notice and without any cure period, and Owner may, in addition to whatever rights the Owner may have under Section 8.01, subject to the limitation expressed therein, and at law or equity or to damages, including injunctive relief and specific performance, terminate all the related section rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, as provided in Section 9.01 . Such termination shall be considered with cause pursuant to Section 10.01 of this Agreement. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Failure to provide the Assessment of Compliance or Attestation Report will be treated as a failure of the Servicer to perform its duties under the Agreement and will be subject to the indemnification provisions of Section 8.01, subject to the limitation expressed therein, of the Agreement. This indemnification is understood by the parties hereto to cover any gross negligence bad faith or willful misconduct of the Servicer in connection with its performance hereunder. For any indemnification from the Servicer to any Master Servicer, the Servicer in no event will be liable for punitive or consequential damages, regardless of the form of action, whether in contract, tort or otherwise. If the indemnification provided for therein is unavailable or insufficient to hold harmless the Owner, each affiliate of the Owner, and each of the following parties participating in a Pass-Through Transfer: each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if applicable) responsible for the preparation, execution or filing of any report required to be filed with the Commission with respect to such Pass-Through Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer; each broker dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of such other applicable agreementparties or the Depositor (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other. In the case of any failure of performance described above, the Servicer shall promptly reimburse the Owner, any Depositor, as applicable, and each Person responsible for the case may bepreparation, notwithstanding execution or filing of any report required to be filed with the Commission with respect to such terminationSecuritization Transaction, assignment or resignationfor execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such Securitization Transaction, for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Servicer, any Subservicer or any Subcontractor. This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (SACO I Trust 2007-1)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer Company shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer Company shall deliver to the Owner Purchaser or its designee, the Master Servicer, the Trustee, and any Depositor designee on or before March 15th 1 of each calendar year beginning in 20082007, but in no event later than March 15, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser regarding the ServicerCompany’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the ServicerCompany;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the ServicerCompany;
(c) An assessment by such officer of the ServicerCompany’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the ServicerCompany’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the ServicerCompany, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoO hereto delivered to the Purchaser concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th 1 of each calendar year beginning in 20082007, but in no event later than March 15, the Servicer Company shall furnish to the Owner Purchaser or its designee, the Master Servicer, the Trustee and any Depositor designee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer Company shall cause each Subservicer, and each Subcontractor determined by the Servicer Company pursuant to Section 11.15 11.19 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Sections 6.07. Failure of the Company to timely comply with this Section 6.09. In 6.07 shall be deemed an Event of Default, automatically, without notice and without any cure period, and Purchaser may, in addition to whatever rights the event Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations underof the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, or resigns as provided in Section 9.01. Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, . This paragraph shall supercede any other provision in this Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section contrary.
(i) The phrase “without giving effect to principles of such other applicable agreement, conflicts of laws and” shall be added following the phrase “the State of New York” in Section 11.04 of the Purchase Agreement.
(j) The following shall be added as Section 11.21 of the case may be, notwithstanding any such termination, assignment or resignation.Purchase Agreement:
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (SACO I Trust 2006-2)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer Company shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer Company shall deliver to the Owner Purchaser or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1 of each calendar year beginning in 20082007, a report (an “"Assessment of Compliance”") reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the Servicer’s Company's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise reasonably required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the ServicerCompany;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the ServicerCompany;
(c) An assessment by such officer of the Servicer’s Company's compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s Company's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the ServicerCompany, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoO hereto delivered to the Company concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th 1 of each calendar year beginning in 20082007, the Servicer Company shall furnish to the Owner Purchaser or its designee, the any Master Servicer, the Trustee Servicer and any Depositor a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise reasonably required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer Company shall cause each Subservicer, and each Subcontractor determined by the Servicer Company pursuant to Section 11.15 11.20 to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the OwnerPurchaser, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in Sections 6.07. If the Company cannot deliver the related Assessment of Compliance or Attestation Report by March 1st of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 15th of such year. Failure of the Company to timely comply with this Section 6.09. In 6.07 shall be deemed an Event of Default, automatically, without notice and without any cure period, unless otherwise agreed to by the event Purchaser as described herein, and Purchaser may, in addition to whatever rights the Servicer Purchaser may have under Sections 3.03 and 8.01 and at law or any Subservicer equity or Subcontractor engaged by it is terminatedto damages, assigns its including injunctive relief and specific performance, terminate all the rights and obligations underof the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, or resigns as provided in Section 9.01. Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, . This paragraph shall supercede any other provision in this Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationcontrary.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-7)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer Company shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer Company shall deliver to the Owner Purchaser or its designee, the Master Servicer, the Trustee, and any Depositor designee on or before March 15th February 28 of each calendar year beginning in 20082007, a report (an “Assessment of Compliance”) reasonably satisfactory to the Purchaser regarding the ServicerCompany’s assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer Company that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the ServicerCompany;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the ServicerCompany;
(c) An assessment by such officer of the ServicerCompany’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the ServicerCompany’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the ServicerCompany, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the ServicerCompany, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J heretoO hereto delivered to the Purchaser concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th February 28 of each calendar year beginning in 20082007, the Servicer Company shall furnish to the Owner Purchaser or its designee, the Master Servicer, the Trustee and any Depositor designee a report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer Company shall cause each Subservicer, and each Subcontractor determined by the Servicer Company pursuant to Section 11.15 11.19 to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Purchaser and any Depositor an assessment of compliance and accountants’ attestation as and when provided in Sections 6.07. If the Company cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Purchaser, at its sole option, may permit a cure period for the Company to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Company to timely comply with this Section 6.09. In 6.07 shall be deemed an Event of Default, automatically, without notice and without any cure period, and Purchaser may, in addition to whatever rights the event Purchaser may have under Sections 3.03 and 8.01 and at law or equity or to damages, including injunctive relief and specific performance, terminate all the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations underof the Company under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Company for the same, or resigns as provided in Section 9.01. Such termination shall be considered with cause pursuant to, the terms to Section 10.01 of this Agreement, . This paragraph shall supercede any other provision in this Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignationcontrary.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (SACO I Trust 2006-9)
Assessment of Compliance with Servicing Criteria. On and after January 1, 2007, the Servicer shall service and administer, and shall cause each subservicer to service or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to the Mortgage Loans, the Servicer shall deliver to the Owner or its designee, the Master Servicer, the TrusteeSecurities Administrator, and any Depositor on or before March 15th of each calendar year beginning in 2008commencing with 2007 and continuing each year thereafter, a report (an “"Assessment of Compliance”") regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s 's compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s 's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit J hereto. With respect to the Mortgage Loans, on or before March 15th of each calendar year beginning in 2008commencing with 2007 and continuing each year thereafter, the Servicer shall furnish to the Owner or its designee, the Master Servicer, the Trustee Securities Administrator and any Depositor a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Securities Administrator and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in Section 6.09. In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, to the terms of this Agreement, Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such terminationtermination , assignment or resignation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2007-3)
Assessment of Compliance with Servicing Criteria. On and after January February 1, 2007, the Servicer shall service and administer, and shall cause each subservicer to service or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to the Mortgage Loans, the Servicer shall deliver to the Owner or its designee, the Master Servicer, the TrusteeSecurities Administrator, and any Depositor on or before March 15th of each calendar year beginning in 2008, a report (an “"Assessment of Compliance”") regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s 's compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s 's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit J hereto. With respect to the Mortgage Loans, on or before March 15th of each calendar year beginning in 2008, the Servicer shall furnish to the Owner or its designee, the Master Servicer, the Trustee Securities Administrator and any Depositor a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Securities Administrator and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in Section 6.09. In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Trust 2007-Sd2)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer shall service and administer, and shall cause each subservicer to service servicer or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Securitization Transaction, the Servicer shall deliver to the Owner Purchaser or its designee, the any Master Servicer, the Trustee, Servicer and any Depositor on or before March 15th 1 of each calendar year beginning in 20082007, a report (an “"Assessment of Compliance”") reasonably satisfactory to the Purchaser, any Master Servicer and any Depositor regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, AB or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s 's compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s 's Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on in Exhibit J hereto18 hereto identified as applicable to the Servicer delivered to the Purchaser concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Securitization Transaction, on or before March 15th 1 of each calendar year beginning in 20082007, the Servicer Company shall furnish to the Owner Purchaser or its designee, the any Master Servicer, the Trustee Servicer and any Depositor a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, AB or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 11.19 to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the OwnerPurchaser, the any Master Servicer, the Trustee Servicer and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in Section 6.09Sections 7.07. In the event If the Servicer cannot deliver the related Assessment of Compliance or Attestation Report by March 1 of such year, the Purchaser, at its sole option, may permit a cure period for the Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Servicer to timely comply with this Section 7.07 shall be deemed an Event of Default, automatically, without notice and without any Subservicer cure period, unless otherwise agreed to by the Purchaser as described herein, and Purchaser may, in addition to whatever rights the Purchaser may have at law or Subcontractor engaged by it is terminatedin equity or to damages, assigns its including injunctive relief and specific performance, terminate all the rights and obligations underof the Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same, or resigns as provided in Section 10.01. Such termination shall be considered with cause pursuant to, the terms to Section 11.01 of this Agreement, . This paragraph shall supercede any other provision in this Agreement or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section contrary. The following shall be added as Section 7.08 of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.Servicing Agreement:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-1)
Assessment of Compliance with Servicing Criteria. On and after January 1, 20072006, the Servicer shall service and administer, and shall cause each subservicer to service or administer, the Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, the Servicer shall deliver to the Owner Purchaser or its designee, the Master Servicer, the Trustee, and any Depositor designee on or before March 15th 10th (with a five (5) day grace period and not later than March 15th) of each calendar fiscal year beginning in 20082007, a report (an “"Assessment of Compliance”") reasonably satisfactory to the Purchaser regarding the Servicer’s 's assessment of compliance with the Servicing Criteria during the preceding calendar fiscal year as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or as otherwise required by the Master Servicer, which as of the date hereof, require a report by an authorized officer of the Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Servicer;
(c) An assessment by such officer of the Servicer’s 's compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar fiscal year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Servicer’s 's Assessment of Compliance for the period consisting of the preceding calendar fiscal year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J hereto17 hereto delivered to the Purchaser concurrently with the execution of this Agreement. With respect to any Mortgage Loans that are the Mortgage Loanssubject of a Pass-Through Transfer, on or before March 15th 10th (with a five (5) day grace period and not later than March 15th) of each calendar fiscal year beginning in 20082007, the Servicer shall furnish to the Owner Purchaser or its designee, the Master Servicer, the Trustee and any Depositor designee a report (an “"Attestation Report”") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as otherwise required by the Master Servicer, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Servicer shall cause each Subservicer, and each Subcontractor determined by the Servicer pursuant to Section 11.15 Subsection 11.31(c) to be “"participating in the servicing function” " within the meaning of Item 1122 of Regulation AB, to deliver to the Owner, the Master Servicer, the Trustee Purchaser and any Depositor an assessment of compliance and accountants’ ' attestation as and when provided in clause (11) of Section 6.09. In the event the Servicer or any Subservicer or Subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement in the case of a Subservicer or Subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.09 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation12.
Appears in 1 contract
Samples: Assignment, Assumption and Recognition Agreement (HSI Asset Loan Obligation Trust 2007-Ar1)
