Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following: (a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer; (b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer; (c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 11 contracts
Samples: Pooling and Servicing Agreement (Opteum Mortgage Acceptance CORP), Pooling and Servicing Agreement (American Home Mortgage Securities LLC), Pooling and Servicing Agreement (American Home Mortgage Assets LLC)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master (a) The Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit C hereto). The Master Servicer shall deliver to the Trustee and the Depositor Trust Administrator on or before February 28 March 1st of each calendar year beginning in 2007, the following:
(i) a report (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a . Such report shall be signed by an authorized officer of the related Servicer that contains the following:
(a) A statement by such officer Servicer, and shall address each of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerset forth in Exhibit C hereto;
(bii) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer;
a report (can “Attestation Report”) An assessment by such officer of the Master 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 Master 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 reasonably acceptable to the Master Servicer's Assessment Depositor that attests to, and reports on, the assessment of Compliance for compliance made by the period consisting of Servicer and delivered pursuant to the preceding calendar yearparagraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and
(eiii) A cause each Sub-Servicer, and each subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver an Assessment of Compliance and Attestation Report as and when provided in paragraphs (i) and (ii) of this Section 3.21(a).
(iv) a statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed by the same asset type as the Mortgage Loans.
(b) The Servicer shall, or shall cause any Sub-Servicer and each subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB to, deliver to the Trust Administrator and the Depositor an Assessment of Compliance and Attestation Report as and when provided above. Such report Assessment of Compliance, as to any Sub-Servicer, shall at a minimum shall address each of the Servicing Criteria specified on a certification substantially in Exhibit C hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the form of Exhibit CC hereto delivered foregoing, as to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007any subcontractor, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as is not required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning delivered unless it is required as part of Item 1122 of Regulation AB, to deliver a Form 10-K with respect to the Trustee and the Depositor an assessment of compliance and accountants' attestationTrust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 1st of such year, the TrusteeTrust Administrator, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 15th of such year. Failure of the Servicer to timely comply with this Section 3.21 shall be deemed a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee at the direction of the Depositor may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the 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; provided, however, the Depositor shall not be entitled to instruct the Trustee to terminate the rights and obligations of the Servicer pursuant to clause (iii) above if a failure of the Servicer to identify a subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such subcontractor with respect to mortgage loans other than the Mortgage Loans. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee Trust Administrator shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to the "trustee" or "securities “trust administrator." In addition, ” The Servicer shall indemnify and hold harmless the Trustee shall cause the Custodian to deliver to the Trustee Depositor and the Depositor an Assessment Trust Administrator and their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of Compliance and Attestation Reportthe Servicer’s obligations, as and when provided aboveapplicable, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with under this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary3.21.
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Nc2), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe2), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe3)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver (a) Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, the Servicer shall deliver to the Depositor on or before March 15 of each calendar year beginning in the year following the year of execution of this Agreement prior to and including the calendar year in which as Form 15 Suspension Notice is filed with respect to the Trust and April 30 of the date hereofeach calendar year thereafter, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains servicing criteria during the preceding calendar year. The Assessment of Compliance must be reasonably satisfactory to the Depositor, and as set forth in Regulation AB, the Assessment of Compliance must contain the following:
(ai) A statement by such officer the Servicer of its responsibility for assessing compliance with the Servicing Criteria servicing criteria applicable to the Master Servicer;
(bii) A statement by such officer the Servicer that such officer it used the Servicing Criteria servicing criteria applicable to it, including at the minimum those that are specified on Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria servicing criteria applicable to the Master Servicer;
(ciii) An assessment by such officer the Servicer of the Master Servicer's ’s compliance with the applicable Servicing Criteria 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(div) A statement that a registered public accounting firm has issued an attestation report on the Master Servicer's ’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(ev) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. .
(b) On or before February 28 March 15 of each calendar year beginning in 2007the year following the year of execution of this Agreement prior to and including the calendar year in which Form 15 Suspension Notice is filed with respect to the Trust and April 30 of each calendar year thereafter, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. .
(c) The Master Servicer shall cause any subservicerSub-Servicer to which the Servicer delegated any of its responsibilities with respect to the Mortgage Loans, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, AB to deliver which the Servicer delegated any of its responsibilities with respect to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such yearMortgage Loans, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, Report as and when provided above.
(d) Such Assessment of Compliance, which as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria servicing criteria applicable to it, including at the minimum those that are specified on Exhibit N hereto which are indicated as applicable to a "custodianany “primary servicer." ” Notwithstanding the foregoing, as to any Custodiansubcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure Trust.
(e) The Trustee shall also provide to the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Master Servicer servicing criteria applicable to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damagesit, including injunctive relief and specific performance, terminate all at the rights and obligations of the Master Servicer under this Agreement and in and minimum those that are specified on Exhibit N hereto which are indicated as applicable to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary“trustee.”
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-8), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-11), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-9)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master The Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as the Servicer, the Trustee and the Custodian (each, an "Attesting Party") shall deliver to the Trustee, the Servicer and the Depositor on or before March 15th of the date hereofeach calendar year beginning in 2008, require a report by regarding such Attesting Party's assessment of compliance (an authorized officer "Assessment of Compliance") with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following:
(a) A statement by such an authorized officer of such Attesting Party of its authority and its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(b) A statement by such officer officer, attached as Exhibit Q-1, that such officer Attesting Party used the Servicing Criteria attached as Exhibit P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(c) An assessment by such officer of the Master Servicerrelated Attesting Party'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 such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicerrelated Attesting Party, 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 Master Servicerrelated Attesting Party'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 Master Servicersuch Attesting Party, which statement shall be based on the activities it such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicersuch Attesting Party, 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 CC P hereto delivered that are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this Agreementrelated Attesting Party. On or before February 28 March 15th of each calendar year beginning in 20072008, the Master Servicer each Attesting Party shall furnish to the Trustee Servicer, the Depositor and the Depositor Trustee a report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicerrelated Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, subservicer and each subcontractor determined by the Master Servicer it to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee Trustee, the Servicer and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or and Attestation Report by February 28th as and when provided above along with an indication of what Servicing Criteria are addressed in such yearassessment. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the TrusteeServicing Criteria specified on Exhibit P hereto which are indicated as applicable to any "primary servicer." The Trustee shall confirm that each of the Assessments of Compliance delivered to it address the Servicing Criteria for each party as set forth on Exhibit P and notify the Depositor of any exceptions. Notwithstanding the foregoing, at its sole optionas to any Subcontractor, may permit a cure period for the Master Servicer to deliver such an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Servicer to comply with this Section 3.17 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, and the Trustee at the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or Attestation Reportequity or to damages, but including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Servicer under this Agreement and in no event later than March 10th of such yearand to the Mortgage Loans and the proceeds thereof without compensating the Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee Trustee, the Servicer and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to a "custodian." . Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 6 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar5), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar5), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar4)
Assessments of Compliance and Attestation Reports. On Pursuant to Rules 13a-18 and after January 1, 200615d-18 of the Exchange Act and Item 1123 of Regulation AB, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 20072008 (and no later than April 15 of any calendar year in which the Trust Fund is no longer subject to the Exchange Act reporting requirements), a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year year. The Assessment of Compliance must be as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of set forth in Regulation AB, which as the Assessment of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit O hereto, and which will also be attached to the Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC O hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementMaster Servicer. On or before February 28 of each calendar year beginning in 20072008 (and no later than April 15 of any calendar year in which the Trust Fund is no longer subject to the Exchange Act reporting requirements), the Master Servicer shall furnish to the Trustee and the 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 Master ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicerSub-Servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit O hereto which are indicated as applicable to any “primary servicer” to the extent they are applicable to such Sub-servicer. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The On or before March 15th of each calendar year (unless a Form 15 Suspension Notice shall have been filed), the Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N O hereto which are indicated as applicable to the "“trustee" or "securities administrator." In addition, the ” The Trustee shall cause any subcontractor determined to be “participating in the Custodian servicing function” within the meaning of Item 1122 of Regulation AB to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, Report as and when provided above, which shall at a minimum address each of . For as long as the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable Depositor is subject to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K Exchange Act reporting with respect to the Trust Fund. Failure of , the Trustee shall notify the Depositor and the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event within three (3) Business Days of Default, automatically, without notice and without the related Distribution Date (i) of any cure period, and legal proceedings pending against the Trustee may, of the type described in addition to whatever rights Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee may have under this Agreement and shall become (but only to the extent not previously disclosed) at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations any time an affiliate of any of the Master Servicer under this Agreement and in and to parties listed on Exhibit Q hereto, together with a description thereof. Should the Mortgage Loans serviced by it and identification of any of the proceeds thereof without compensating parties set forth on Exhibit Q change, the Master Servicer for Depositor shall promptly notify the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryTrustee.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (PHHMC Series 2007-4 Trust), Pooling and Servicing Agreement (PHHMC Series 2007-3 Trust), Pooling and Servicing Agreement (PHHMC Series 2007-1 Trust)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the (a) The Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit C hereto). The Master Servicer shall deliver to the Trustee Depositor and the Trust Administrator or cause to be delivered to the Depositor and the Trust Administrator, on or before February 28 March 1st of each calendar year beginning in 2007, the following:
(i) a report (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a . Such report shall be signed by an authorized officer of the related Servicer that contains the following:
(a) A statement by such officer Master Servicer, and shall address each of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerset forth in Exhibit C hereto;
(bii) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer;
a report (can “Attestation Report”) An assessment by such officer of the Master 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 Master 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 reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by the Master Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;
(iii) from each Sub-Servicer's , and each subcontractor determined by the Master Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, an Assessment of Compliance for the period consisting and Attestation Report as and when provided in paragraphs (i) and (ii) of the preceding calendar yearthis Section 3.21(a); and
(eiv) A a statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 .
(b) As provided in the form of Exhibit CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 20073.21(a)(iii) above, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting firm that attests toshall, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, Sub-Servicer and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation ABAB to, to deliver to the Trustee Trust Administrator and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit C hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 1st of such year, the Trustee, at its sole optionthe direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 15th of such year. Failure of the Master Servicer to timely comply with this Section 3.21 shall be deemed a Master Servicer Event of Default, and upon the receipt of written notice from the Trustee of such Event of Default, the Trustee at the direction of the Depositor may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee Trust Administrator shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to the "trustee" or "securities administrator." In additionTrust Administrator. The Paying Agent, the Trustee Certificate Registrar and Authenticating Agent shall cause the Custodian to deliver to the Trustee and the Depositor also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoingPaying Agent, as Certificate Registrar and Authenticating Agent. The Master Servicer shall on behalf of the Trustee enforce the obligations of the Custodian under the Custodial Agreement to any Custodian, provide an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect and Attestation Report, as, when and to the Trust Fundextent set forth in the Custodial Agreement. Failure The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer to timely comply with Servicer’s obligations, as applicable, under this Section 3.20 3.21. The Trust Administrator shall be deemed an Event of Defaultindemnify and hold harmless the Depositor and its officers, automaticallydirectors and Affiliates from and against any actual losses, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief penalties, fines, forfeitures, reasonable and specific performancenecessary legal fees and related costs, terminate all the rights judgments and obligations other costs and expenses that such Person may sustain based upon any failure of the Master Servicer under this Agreement Trust Administrator to deliver when required its Assessment of Compliance and in Attestation Report. The Paying Agent, Certificate Registrar and Authenticating Agent shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon any failure of the Paying Agent, Certificate Registrar and Authenticating Agent to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrarydeliver when required its Assessment of Compliance.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2006-Ar2), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-4), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2006-Ar3)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the The Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit M hereto). The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as the Master Servicer shall deliver to the Trustee on or before March 20th of the date hereofeach calendar year beginning in 2007, require a report by regarding the Master Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance shall contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Attestation Report on the Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC M hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementMaster Servicer. On or before February 28 March 20th of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicerSub-Servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, Report as and when provided above. Such Assessment of Compliance, which as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit N M hereto which are indicated as applicable to the "trustee" or "securities administratorany “primary servicer." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." ” Notwithstanding the foregoing, as to any Custodiansubcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. The Master Servicer shall deliver any Assessment of Compliance or Attestation Report by March 20th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an a Master Servicer Event of Default, automatically, without notice and without any cure periodTermination, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall address each of the Servicing Criteria specified on Exhibit M hereto which are indicated as applicable to the “trustee”.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Argent Securities Inc. Series 2006-W3 Trust), Pooling and Servicing Agreement (Argent Securities Inc. Series 2006-W3 Trust), Pooling and Servicing Agreement (Argent Securities Trust 2006-M1)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the The Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as each of the date hereofMaster Servicer, require the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 2007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(b) A statement by such officer that such officer Attesting Party used the Servicing Criteria attached as Exhibit P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(c) An assessment by such officer of the Master Servicer's related Attesting Party’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 such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicerrelated Attesting Party, 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 Master Servicer's related Attesting Party’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 Master Servicersuch Attesting Party, which statement shall be based on the activities it such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicersuch Attesting Party, 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 Exhibit P hereto which are indicated as applicable to the form of Exhibit CC hereto delivered related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Depositor concurrently with the execution of this AgreementTrust Fund. On or before February 28 March 15th of each calendar year beginning in 2007, the Master Servicer each Attesting Party shall furnish to the Trustee Master Servicer, the Depositor and the Depositor Trustee a report (an "“Attestation Report"”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicerrelated Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, subservicer and each subcontractor determined by the Master Servicer it to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If Trustee, the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, Report as and when provided aboveabove along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, which shall at taken as a minimum whole, address each all of the Servicing Criteria specified and taken individually address the Servicing Criteria for each party as set forth on Exhibit N hereto which are indicated as applicable to a "custodian." P and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any Custodiansubcontractor (as defined in the related servicing agreement), an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide to the Depositor and the Trustee information concerning the following: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information:
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) information regarding material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to timely comply with this Section 3.20 3.14 (including with respect to the time frames required in this Section) shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee mayat the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. Failure of the Trustee to comply with this Section 3.14 (including with respect to the time frames required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial 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 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Aq1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Aq1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-He10)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006(a) Each of the Master Servicer, the Master Servicer Securities Administrator and the Custodian, each at its own expense, shall service deliver, and administer the related Mortgage Loans in accordance with all applicable requirements of the shall cause each Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to deliver, or otherwise make available to the Trustee Depositor and the Depositor Securities Administrator on or before February 28 March 15th of each calendar year beginning in 2007, a report regarding such party's assessment of compliance with the Relevant Servicing Criteria (each, together with such similar report delivered by each Servicer as described in Section 3.21(c), an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(ai) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bii) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (ciii) An such party's assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 3.22(c), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such period, which assessment shall be based on failure and the activities it performs with respect to asset-backed securities transactions taken as nature and status thereof and (iv) a whole involving the Master 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 such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than February 1 of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer's Assessment , the Securities Administrator and the Custodian shall each forward to the Depositor and the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Securities Administrator and the Custodian (or any Servicing Function Participant engaged by them) submit their assessments to the Depositor and the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 3.21(b)) of each Servicing Function Participant engaged by it. Promptly after receipt of such Assessments of Compliance, the Securities Administrator shall confirm that the Assessments of Compliance, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit N and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such Assessments of Compliance until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the period consisting of the preceding calendar year; and. The Custodian and any Servicing Function Participant engaged by it shall not be required to deliver or cause the delivery of such Assessments of Compliance in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year.
(eb) A statement as to which Each of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee Securities Administrator and the Depositor concurrently with the execution of this Agreement. On Custodian, each at its own expense, shall cause, and shall cause each Servicing Function Participant engaged by it to cause, on or before February 28 March 15th of each calendar year beginning in 2007, a registered public accounting firm (which may also render other services to the Master Servicer shall Servicer, the Securities Administrator, the Custodian or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish to the Trustee and the Depositor a report (each, together with such similar report delivered by each Servicer as described in Section 3.21(c), an "Attestation Report") by to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a registered public accounting firm representation regarding certain matters from the management of such party, which includes an assertion that attests tosuch party has complied with the Relevant Servicing Criteria, and reports on, (ii) on the Assessment basis of Compliance made an examination conducted by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such Attestation Report why it was unable to express such an opinion. Each such related Attestation Report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of the Commission's Regulation S-X. Such Attestation Reports must be available for general use and not contain restricted use language. If requested by the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's registration statement on Form S-3 relating to the Offered Certificates and the Form 10-K for the Trust. Promptly after receipt of such Attestation Reports, the Securities Administrator shall confirm that each Assessment of Compliance is coupled with a related Attestation Report and shall notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such Attestation Reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year. The Custodian and any Servicing Function Participant engaged by it shall not be required to deliver or cause the delivery of such Attestation Report in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year.
(c) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an Assessment of Compliance and related Attestation Report within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment include such Assessments of Compliance or and Attestation Report by February 28th Reports of such year, the Trustee, at Servicers with its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an own Assessment of Compliance and related Attestation ReportReport to be submitted pursuant to this Section 3.21.
(d) In the event the Master Servicer, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable Custodian or the Securities Administrator is terminated or resigns pursuant to the "trustee" or "securities administrator." In additionterms of this Agreement, the Trustee such party shall provide, and each such party shall cause the Custodian any Servicing Function Participant engaged by it to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodianprovide, an Assessment of Compliance is not pursuant to this Section 3.21, coupled with an Attestation Report as required to be delivered unless it is required as part of a Form 10-K in this Section 3.21 with respect to the Trust Fund. Failure period of time that the Master Servicer or the Securities Administrator was subject to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryAgreement.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Banc of America Funding 2006-7 Trust), Pooling and Servicing Agreement (Banc of America Funding 2006-J Trust), Pooling and Servicing Agreement (Banc of America Funding 2006-7 Trust)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as the Company, the Master Servicer, the Securities Administrator and the Custodian (each, an “Attesting Party”) shall each deliver to the Securities Administrator and the Depositor on or before March 15th of the date hereofeach calendar year beginning in 2007, require a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(b) A statement by such officer that such officer Attesting Party used the Servicing Criteria attached as Exhibit P hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(c) An assessment by such officer of the Master Servicer's related Attesting Party’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 such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicerrelated Attesting Party, 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 Master Servicer's related Attesting Party’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 Master Servicersuch Attesting Party, which statement shall be based on the activities it such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicersuch Attesting Party, 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 CC P hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this Agreementrelated Attesting Party. On or before February 28 March 15th of each calendar year beginning in 2007, the Master Servicer each Attesting Party shall furnish to the Trustee Securities Administrator and the 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 Master Servicerrelated Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Each of the Company, the Securities Administrator and the Master Servicer shall cause any subservicer, subservicer and each subcontractor determined by the Master Servicer it to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee Securities Administrator and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, Report as and when provided aboveabove along with an indication of what Servicing Criteria are addressed in such assessment. Such Assessment of Compliance, which as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit N O hereto which are indicated as applicable to any “primary servicer.” The Securities Administrator shall confirm that the "trustee" or "securities administrator." In additionassessments, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Reporttaken as a whole, as and when provided above, which shall at a minimum address each all of the Servicing Criteria specified and taken individually address the Servicing Criteria for each party as set forth on Exhibit N hereto which are indicated as applicable to a "custodian." O and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any Custodiansubcontractor (as defined in the related servicing agreement), an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer or the Company, as applicable, to timely comply with this Section 3.20 3.17 (including with respect to the timeframes required in this Section) shall be deemed an Event of Default, automatically, without notice Default with respect to the Master Servicer and without any cure perioda Company Default with respect to the Company, and the Master Servicer or the Trustee mayat the direction of the Depositor shall, in addition to whatever rights the Trustee Master Servicer or the Trustee, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer applicable party under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer applicable party for the same. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Securities Administrator shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit O hereto which are indicated as applicable to the “securities administrator.” In addition, each Custodian shall deliver to the Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit O hereto which are indicated as applicable to a “securities administrator: and “custodian”, as the case may be. Notwithstanding the foregoing, as to the Securities Administrator and any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement, Pooling and Servicing Agreement (SACO I Trust 2006-5), Pooling and Servicing Agreement (SACO I Trust 2006-5)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as each of the date hereofCompany as a Servicer, require the Master Servicer, the Trustee and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) each at its own expense shall deliver (or otherwise make available) to the Master Servicer, the Trustee and the Depositor on or before March 15th of each calendar year beginning in 2008, a report by regarding such Attesting Party’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following:
(a) A statement by such an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(b) A statement by such an authorized officer that such officer Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(c) An assessment by such officer of the Master Servicer's related Attesting Party’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 such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicerrelated Attesting Party, 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 Master Servicer's related Attesting Party’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 Master Servicerrelated Attesting Party, which statement shall be based on the activities it such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicersuch Attesting Party, 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 CC N hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this Agreementrelated Attesting Party. On or before February 28 March 15th of each calendar year beginning in 20072008, the Master Servicer each Attesting Party shall furnish to the Trustee Master Servicer, the Depositor and the Depositor Trustee a report (an "“Attestation Report"”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicerrelated Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause enforce the obligation of each Servicer to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the related Servicing Agreement. Each of the Company, the Master Servicer and the Trustee shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer, subservicer and each subcontractor (to the extent such subcontractor is determined by the Company, the Master Servicer or the Trustee, as applicable, to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB) that is engaged by the Company, such Servicer, the Master Servicer or the Trustee, as applicable, to deliver to the Trustee Trustee, the Master Servicer and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or and Attestation Report by February 28th as and when provided under the terms of such yearthe related Servicing Agreement. Pursuant to this Agreement or the related Servicing Agreement, the Trusteerelated Servicer, at its sole option, may permit a cure period for or any subservicer and each subcontractor (to the extent such subcontractor is determined by the Master Servicer to deliver be “participating in a servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, is obligated to provide such Assessment of Compliance and Attestation Report on the 1st of March and in no event later than the 15th of March each year that the related Mortgage Loans are serviced under this Agreement or the applicable Servicing Agreement. The Master Servicer shall deliver to the Trustee any such Assessment of Compliance and Attestation ReportReport received from a Servicer or any subservicer and each subcontractor (to the extent such subcontractor is determined by the Master Servicer to be “participating in a servicing function” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, within two Business Days of such receipt but in no event later than two Business Days following the 15th day of March 10th of such yearfor each year for which a report on Form 10-K is required to be filed with respect to the Trust Fund. The Trustee shall also provide an Such Assessment of Compliance and Attestation ReportCompliance, as and when provided aboveto any subservicer or subcontractor, which shall at a minimum address each of the applicable Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to any “primary servicer” to the "trustee" extent such subservicer or "securities administrator." subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in its own Assessment of Compliance. The Trustee shall confirm that each of the Assessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth in Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance and Attestation Report is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. In addition, for the avoidance of doubt and without duplication, the Company as a Servicer shall (and shall cause each subservicer engaged by it to) provide the following information to the Depositor and the Trustee: (A) any Company Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Company or, to the best of the Company’s knowledge, any such subservicer, and (C) the Company’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Company’s obligations as Servicer. In addition, the Trustee Company as a Servicer, shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Company would otherwise have to provide such information:
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). The Custodian to shall deliver to the Master Servicer, the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "“custodian." ”. Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer Company to timely comply with this Section 3.20 4.17 (including with respect to the timeframes required herein) shall be deemed a Company Default, and the Master Servicer shall, in addition to whatever rights the Master Servicer may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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. Failure of the Master Servicer to comply with this Section 4.17 (including with respect to the timeframes required herein) shall constitute an Event of Default, automatically, without notice and without any cure period, and at the written direction of the Depositor the Trustee mayshall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee to comply with this Section 4.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K, shall constitute a default and the Depositor shall, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same (but subject to the Trustee’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Company, the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the Custodial 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 4.17 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac6), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac5), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac2)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as each of the date hereofMaster Servicer, require the Trustee and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”), each at its own expense, shall deliver (or otherwise make available) to the Master Servicer, the Trustee and the Depositor on or before March 15th of each calendar year beginning in 2008, a report by regarding such Attesting Party’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following:
(a) A statement by such an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(b) A statement by such an authorized officer that such officer Attesting Party used the Servicing Criteria attached as Exhibit L hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(c) An assessment by such officer of the Master Servicer's related Attesting Party’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 such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicerrelated Attesting Party, 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 Master Servicer's related Attesting Party’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 Master Servicerrelated Attesting Party, which statement shall be based on the activities it such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicersuch Attesting Party, 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 CC L hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this Agreementrelated Attesting Party. On or before February 28 March 15th of each calendar year beginning in 20072008, the Master Servicer each Attesting Party shall furnish to the Trustee Master Servicer, the Depositor and the Depositor Trustee a report (an "“Attestation Report"”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicerrelated Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause enforce the obligation of each Servicer to deliver to the Trustee, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the related Servicing Agreement. Each of the Master Servicer and the Trustee shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer, subservicer and each subcontractor (to the extent such subcontractor is determined by the Master Servicer or the Trustee, as applicable, to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer, the Master Servicer or the Trustee, as applicable, to deliver to the Trustee Trustee, the Master Servicer and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, Report as and when provided above. Such Assessment of Compliance, which as to any subservicer or subcontractor, shall at a minimum address each of the applicable Servicing Criteria specified on Exhibit N L hereto which are indicated as applicable to any “primary servicer” to the "trustee" extent such subservicer or "securities administrator." In additionsubcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in its own Assessment of Compliance. The Master Servicer shall confirm that each of the Assessments of Compliance delivered to it, taken as a whole, address all of the Trustee Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth in Exhibit L and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. The Custodian shall cause the Custodian to deliver to the Master Servicer, the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N L hereto which are indicated as applicable to a "“custodian." ”. Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 3.17 (including with respect to the timeframes required herein) shall be deemed constitute an Event of Default, automatically, without notice and without any cure period, and at the written direction of the Depositor the Trustee mayshall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Trustee to comply with this Section 3.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K, shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same (but subject to the Trustee’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the related Custodial 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 3.17 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement, Pooling and Servicing Agreement (Prime Mortgage Trust 2007-2), Pooling and Servicing Agreement (Prime Mortgage Trust 2007-3)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006(a) Each of the Servicer, the Master Servicer shall service Paying Agent, the Custodian and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer Certificate Administrator, at its own expense, shall deliver to the Trustee Depositor (and in the Depositor case of the Servicer, to the Trustee), and shall cause each Servicing Function Participant engaged by such party to deliver to the Depositor, on or before February 28 March 1 of each calendar year beginning in 2007for which a Form 10-K is required to be filed, or if such day is not a Business Day, the next Business Day, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's, Paying Agent's, Custodian's, Certificate Administrator's or other Servicing Function Participant's, as applicable, assessment of compliance with with, at a minimum, the Relevant Servicing Criteria for such party during the preceding calendar year year, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as AB promulgated under the Act. Each such Assessment of the date hereof, require a report Compliance delivered by an authorized officer of the related Servicer that contains the followingeach such party shall contain:
(ai) A a statement by such officer party of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerit;
(bii) A a statement by such officer that such officer party used the Servicing Criteria applicable to it to assess compliance with the Servicing Criteria;
(iii) such party's assessment of compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer it as of the Master Servicer's compliance with the applicable Servicing Criteria and for the period consisting of the preceding calendar fiscal year, including disclosure of including, if there had been any material instance of noncompliance with respect thereto during the Servicing Criteria applicable to it, identifying each such period, which assessment shall be based on failure and the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed by the same asset type as the Mortgage Loans;nature and status thereof; and
(div) A a statement that a registered public accounting firm has issued an attestation report on such party's assessment of compliance with the Master Servicer's Assessment Servicing Criteria applicable to it as of Compliance and for the period consisting preceding fiscal year. For each of the preceding calendar yearServicer, the Paying Agent, the Custodian and the Certificate Administrator, the "Relevant Servicing Criteria" with respect to such party shall be the servicing criteria set forth opposite its name on Schedule 1; and
provided, that Schedule 1 may be modified (ex) A statement as by the agreement of CRMSI and each party affected by such modification, without the consent of any other party or the Certificateholders, and (y) by CRMSI, without the consent of any other party or the Certificateholders, if CRMSI is advised by counsel that such change may be required to which comply with Regulation AB. For any other Servicing Function Participant engaged by the Servicer, the Paying Agent, the Custodian or the Certificate Administrator, "Relevant Servicing Criteria" refers to the portion of the Relevant Servicing Criteria, if any, are not Criteria applicable to the Master Servicer, which statement shall party engaging such Servicing Function Participant insofar as the functions required to be based on the activities it performs with respect performed by such party are to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed be performed by the Servicing Function Participant. For the avoidance of doubt, multiple parties can have responsibility for the same asset type as Relevant Servicing Criteria.
(b) On or before March 1 of each year for which a Form 10-K is required to be filed, or if such day is not a Business Day, the Mortgage Loans. Such report at a minimum shall address next Business Day, each of the Servicing Criteria specified on a certification substantially in Servicer, the form of Exhibit CC hereto delivered to Paying Agent, the Trustee Custodian and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007Certificate Administrator, the Master Servicer at its own expense, shall furnish to the Trustee Depositor (and in the Depositor case of the Servicer, to the Trustee), and shall cause each Servicing Function Participant engaged by such party to deliver to the Depositor, a report (an "Attestation Report") by of a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicer, the Paying Agent, the Custodian, the Certificate Administrator or another Servicing Function Participant, as applicable, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation ABAB promulgated under the Act, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and .
(c) No later than 30 days following the end of each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period fiscal year for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, Trust for which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect is required to be filed, (i) the Servicer and the Certificate Administrator shall forward to the Trust Fund. Failure Trustee and Depositor the name of each Servicing Function Participant engaged by it and what servicing criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant and (ii) each of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, Paying Agent and the Trustee mayCustodian shall forward to the Depositor and the Servicer the name of each Servicing Function Participant engaged by it and what servicing criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant, in addition each case to whatever rights the Trustee may have under this Agreement extent of any change from the prior year's notice, if any.
(d) So long as the Servicer and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and Certificate Administrator are the same party: (x) the obligations of the Master Servicer under this Agreement and in and Certificate Administrator to deliver Assessments of Compliance pursuant to Section 3.15(a) may be satisfied through the Mortgage Loans serviced by it delivery of a joint Assessment of Compliance that satisfies the obligations of both the Servicer and the proceeds thereof without compensating Certificate Administrator; and (y) the Master obligations of the Servicer for and Certificate Administrator to furnish Attestation Reports pursuant to Section 3.15(b) may be satisfied through the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to furnishing of a joint Attestation Report that satisfies the contraryobligations of both the Servicer and the Certificate Administrator.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Citicorp Residential Mortgage Trust Series 2006-3), Pooling and Servicing Agreement (Citicorp Residential Mortgage Trust Series 2007-1), Pooling and Servicing Agreement (Citicorp Residential Mortgage Trust Series 2006-2)
Assessments of Compliance and Attestation Reports. On Pursuant to Rules 13a-18 and after January 1, 200615d-18 of the Exchange Act and Item 1123 of Regulation AB, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 20072007 (and no later than April 15 of any calendar year in which the Trust Fund is no longer subject to the Exchange Act reporting requirements), a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year year. The Assessment of Compliance must be as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of set forth in Regulation AB, which as the Assessment of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit O hereto, and which will also be attached to the Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC O hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementMaster Servicer. On or before February 28 of each calendar year beginning in 20072007 (and no later than April 15 of any calendar year in which the Trust Fund is no longer subject to the Exchange Act reporting requirements), the Master Servicer shall furnish to the Trustee and the 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 Master ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicerSub-Servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit O hereto which are indicated as applicable to any “primary servicer” to the extent they are applicable to such Sub-servicer. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The On or before March 15th of each calendar year (unless a Form 15 Suspension Notice shall have been filed), the Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N O hereto which are indicated as applicable to the "“trustee" or "securities administrator." In addition, the ” The Trustee shall cause any subcontractor determined to be “participating in the Custodian servicing function” within the meaning of Item 1122 of Regulation AB to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, Report as and when provided above, which shall at a minimum address each of . For as long as the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable Depositor is subject to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K Exchange Act reporting with respect to the Trust Fund. Failure of , the Trustee shall notify the Depositor and the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event within three (3) Business Days of Default, automatically, without notice and without the related Distribution Date (i) of any cure period, and legal proceedings pending against the Trustee may, of the type described in addition to whatever rights Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee may have under this Agreement and shall become (but only to the extent not previously disclosed) at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations any time an affiliate of any of the Master Servicer under this Agreement and in and to parties listed on Exhibit Q hereto, together with a description thereof. Should the Mortgage Loans serviced by it and identification of any of the proceeds thereof without compensating parties set forth on Exhibit Q change, the Master Servicer for Depositor shall promptly notify the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryTrustee.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (PHHMC Series 2006-4 Trust), Pooling and Servicing Agreement (PHHMC Series 2006-1 Trust), Pooling and Servicing Agreement (PHHMC Series 2006-3 Trust)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the The Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as each of the date hereofMaster Servicer, require the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 2007, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(b) A statement by such officer that such officer Attesting Party used the Servicing Criteria attached as Exhibit O hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(c) An assessment by such officer of the Master Servicer's related Attesting Party’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 such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicerrelated Attesting Party, 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 Master Servicer's related Attesting Party’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 Master Servicersuch Attesting Party, which statement shall be based on the activities it such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicersuch Attesting Party, 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 Exhibit O hereto which are indicated as applicable to the form of Exhibit CC hereto delivered related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Depositor concurrently with the execution of this AgreementTrust Fund. On or before February 28 March 15th of each calendar year beginning in 2007, the Master Servicer each Attesting Party shall furnish to the Trustee Master Servicer, the Depositor and the Depositor Trustee a report (an "“Attestation Report"”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicerrelated Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, subservicer and each subcontractor determined by the Master Servicer it to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If Trustee, the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, Report as and when provided aboveabove along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, which shall at taken as a minimum whole, address each all of the Servicing Criteria specified and taken individually address the Servicing Criteria for each party as set forth on Exhibit N hereto which are indicated as applicable to a "custodian." O and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any Custodiansubcontractor (as defined in the related servicing agreement), an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide the following information to the Depositor and the Trustee: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer, shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information:
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to timely comply with this Section 3.20 3.14 (including with respect to the time frames required in this Section) shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee mayat the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. Failure of the Trustee to comply with this Section 3.14 (including with respect to the time frames required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the Custodial 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 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Sl5), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Sl6), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Sl4)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as the Servicer shall deliver to the Indenture Trustee on or before March 15th of the date hereofeach calendar year beginning in 2007, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains applicable Servicing Criteria (as set forth in Exhibit H) during the preceding calendar year. The Assessment of Compliance must contain the following:
(ai) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(bii) A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(ciii) An assessment by such officer of the Master 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(div) A statement that a registered public accounting firm has issued an attestation report on the Master Servicer's ’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(ev) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC H hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementServicer. On or before February 28 March 15th of each calendar year beginning in 2007, the Master Servicer shall furnish to the Indenture Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicerSub-Servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Indenture Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall address each of the Servicing Criteria applicable to the Sub-Servicer. Notwithstanding the foregoing, as to any subcontractor determined by the Servicer to be “participating in the servicing function,” an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the Trustee, at its sole optionIndenture Trustee (with the consent of the Depositor), may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 20th of such yearyear or if March 20th is not a Business Day, the preceding Business Day. Failure of the Servicer to timely comply with this Section 3.21 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed a Servicer Event of Termination, and the Indenture Trustee shall, at the direction of the Depositor (who shall simultaneously notify the Indenture Trustee of the identity of the successor servicer which shall be an entity other than the Indenture Trustee, who shall meet any requirements hereunder or under any other Basic Document and who shall have consented to its appointment as successor servicer hereunder), in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the 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 (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Indenture Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N H hereto which are indicated as applicable to the "“indenture trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." ”. Notwithstanding the foregoing, as to any Custodianthe Indenture Trustee, neither an Assessment of Compliance nor an Attestation Report is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust FundTrust. Failure The Servicer shall indemnify and hold harmless the Depositor and the Indenture Trustee and their respective officers, directors and Affiliates against and from any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer to timely comply with Servicer’s obligations under this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary3.21.
Appears in 4 contracts
Samples: Sale and Servicing Agreement (Centex Land Vista Ridge Lewisville III General Partner, LLC), Sale and Servicing Agreement (Centex Land Vista Ridge Lewisville III General Partner, LLC), Sale and Servicing Agreement (Centex Land Vista Ridge Lewisville III General Partner, LLC)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver (a) Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, the Servicer shall deliver to the Depositor on or before March 15 of each calendar year beginning in the year following the year of execution of this Agreement prior to and including the calendar year in which as Form 15 Suspension Notice is filed with respect to the Trust and April 30 of the date hereofeach calendar year thereafter, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains servicing criteria during the preceding calendar year. The Assessment of Compliance must be reasonably satisfactory to the Depositor, and as set forth in Regulation AB, the Assessment of Compliance must contain the following:
(ai) A statement by such officer the Servicer of its responsibility for assessing compliance with the Servicing Criteria servicing criteria applicable to the Master Servicer;
(bii) A statement by such officer the Servicer that such officer it used the Servicing Criteria servicing criteria applicable to it, including at the minimum those that are specified on Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria servicing criteria applicable to the Master Servicer;
(ciii) An assessment by such officer the Servicer of the Master Servicer's ’s compliance with the applicable Servicing Criteria 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(div) A statement that a registered public accounting firm has issued an attestation report on the Master Servicer's ’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(ev) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. .
(b) On or before February 28 March 15 of each calendar year beginning in 2007the year following the year of execution of this Agreement prior to and including the calendar year in which Form 15 Suspension Notice is filed with respect to the Trust and April 30 of each calendar year thereafter, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. .
(c) The Master Servicer shall cause any subservicerSub-Servicer to which the Servicer delegated any of its responsibilities with respect to the Mortgage Loans, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, AB to deliver which the Servicer delegated any of its responsibilities with respect to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such yearMortgage Loans, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, Report as and when provided above.
(d) Such Assessment of Compliance, which as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria servicing criteria applicable to it, including at the minimum those that are specified on Exhibit N hereto which are indicated as applicable to a "custodianany “primary servicer." ” Notwithstanding the foregoing, as to any Custodiansubcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure Trust.
(e) The Trustee and the Custodian shall also provide to the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Master Servicer servicing criteria applicable to timely comply with this Section 3.20 shall be deemed an Event it, including at the minimum (i) in the case of Default, automatically, without notice and without any cure period, and the Trustee may, those that are specified on Exhibit N hereto which are indicated as applicable to the “trustee” or (ii) in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations case of the Master Servicer under this Agreement and Custodian, as provided in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryCustodial Agreement.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (WaMu Asset-Backed Certificates, WaMu Series 2007-He3), Pooling and Servicing Agreement (WaMu Asset-Backed Certificates, WaMu Series 2007-He2), Pooling and Servicing Agreement (WaMu Asset-Backed Certificates, WaMu Series 2007-He2)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the (a) The Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit C hereto). The Master Servicer shall deliver to the Trustee Depositor and the Trust Administrator or cause to be delivered to the Depositor and the Trust Administrator, on or before February 28 March 1st of each calendar year beginning in 20072008, the following:
(i) a report (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a . Such report shall be signed by an authorized officer of the related Servicer that contains the following:
(a) A statement by such officer Master Servicer, and shall address each of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerset forth in Exhibit C hereto;
(bii) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer;
a report (can “Attestation Report”) An assessment by such officer of the Master 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 Master 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 reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by the Master Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;
(iii) from each Sub-Servicer's , and each subcontractor determined by the Master Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, an Assessment of Compliance for the period consisting and Attestation Report as and when provided in paragraphs (i) and (ii) of the preceding calendar yearthis Section 3.21(a); and
(eiv) A a statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 .
(b) As provided in the form of Exhibit CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 20073.21(a)(iii) above, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting firm that attests toshall, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, Sub-Servicer and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation ABAB to, to deliver to the Trustee Trust Administrator and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit C hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 1st of such year, the Trustee, at its sole optionthe direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 15th of such year. Failure of the Master Servicer to timely comply with this Section 3.21 shall be deemed a Master Servicer Event of Default, and upon the receipt of written notice from the Trustee of such Event of Default, the Trustee at the direction of the Depositor may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Trustee Trust Administrator shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to the "trustee" or "securities administrator." In additionTrust Administrator. The Paying Agent, the Trustee Certificate Registrar and Authenticating Agent shall cause the Custodian to deliver to the Trustee and the Depositor also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoingPaying Agent, as Certificate Registrar and Authenticating Agent. The Master Servicer shall on behalf of the Trustee enforce the obligations of the Custodian under the Custodial Agreement to any Custodian, provide an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect and Attestation Report, as, when and to the Trust Fundextent set forth in the Custodial Agreement. Failure The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer to timely comply with Servicer’s obligations, as applicable, under this Section 3.20 3.21. The Trust Administrator shall be deemed an Event of Defaultindemnify and hold harmless the Depositor and its officers, automaticallydirectors and Affiliates from and against any actual losses, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief penalties, fines, forfeitures, reasonable and specific performancenecessary legal fees and related costs, terminate all the rights judgments and obligations other costs and expenses that such Person may sustain based upon any failure of the Master Servicer under this Agreement Trust Administrator to deliver when required its Assessment of Compliance and in Attestation Report. The Paying Agent, Certificate Registrar and Authenticating Agent shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon any failure of the Paying Agent, Certificate Registrar and Authenticating Agent to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrarydeliver when required its Assessment of Compliance.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar1), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-10), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-6)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver (a) Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, the Master Servicer shall deliver to the Depositor on or before March 15 of each calendar year beginning in the year following the year of execution of this Agreement prior to and including the calendar year in which as Form 15 Suspension Notice is filed with respect to the Trust Fund and April 30 of the date hereofeach calendar year thereafter, require a report by regarding the Master Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains servicing criteria during the preceding calendar year. The Assessment of Compliance must be reasonably satisfactory to the Depositor, and as set forth in Regulation AB, the Assessment of Compliance must contain the following:
(ai) A statement by such officer the Master Servicer of its responsibility for assessing compliance with the Servicing Criteria servicing criteria applicable to the Master Servicer;
(bii) A statement by such officer the Master Servicer that such officer it used the Servicing Criteria servicing criteria applicable to it, including at the minimum those that are specified on Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria servicing criteria applicable to the Master Servicer;
(ciii) An assessment by such officer the Master Servicer of the Master Servicer's ’s compliance with the applicable Servicing Criteria 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(div) A statement that a registered public accounting firm has issued an attestation report on the Master Servicer's ’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(ev) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. .
(b) On or before February 28 March 15 of each calendar year beginning in 2007the year following the year of execution of this Agreement prior to and including the calendar year in which Form 15 Suspension Notice is filed with respect to the Trust Fund and April 30 of each calendar year thereafter, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. .
(c) The Master Servicer shall cause the Sub-Servicer and any subservicerother subservicer to which the Master Servicer delegated any of its responsibilities with respect to the Mortgage Loans, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, AB to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If which the Master Servicer cannot deliver the related Assessment delegated any of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable responsibilities with respect to the "trustee" or "securities administrator." In additionMortgage Loans, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, Report as and when provided above.
(d) Such Assessment of Compliance, which as to the Sub-Servicer and any other subservicer, shall at a minimum address each of the Servicing Criteria servicing criteria applicable to it, including at the minimum those that are specified on Exhibit N hereto which are indicated as applicable to a "custodianany “primary servicer." ” Notwithstanding the foregoing, as to any Custodiansubcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure .
(e) The Trustee shall also provide to the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Master Servicer servicing criteria applicable to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damagesit, including injunctive relief and specific performance, terminate all at the rights and obligations of the Master Servicer under this Agreement and in and minimum those that are specified on Exhibit N hereto which are indicated as applicable to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary“trustee.”
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-2), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-A), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-4)
Assessments of Compliance and Attestation Reports. On and after January 1By March 15th of each year, 2006commencing in March 2007, the Servicer, the Master Servicer Servicer, the Securities Administrator and the Custodian, each at its own expense, shall service furnish or otherwise make available, and administer the related Mortgage Loans in accordance with all applicable requirements of the each such party shall cause any Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to furnish, each at its own expense, to the Trustee Securities Administrator and the Depositor on or before February 28 of each calendar year beginning in 2007Depositor, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 3.13(a)(iv), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment Relevant Servicing Criteria as of Compliance and for such period. Notwithstanding the foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver any assessments until March 31st in any year following the year in which the Servicer receives notification that the Form 15 for the period consisting Trust has been filed, however, notwithstanding anything herein to the contrary, no Subcontractor will be required to deliver any assessments in any such given year in which the Form 10-K is not required to be filed. Promptly after receipt of each such report on assessment of compliance, (i) the preceding calendar year; Depositor shall review each such report and
(e) A statement as to which of the Servicing Criteria, if anyapplicable, are not applicable to consult with the Servicer, the Master Servicer, which statement the Securities Administrator, the Custodian and any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by any such party, and (ii) the Securities Administrator shall be based on confirm that the activities it performs with respect to asset-backed securities transactions assessments, taken as a whole involving whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit J and notify the Depositor of any exceptions. In the event the Servicer, the Master Servicer, that are backed the Securities Administrator, the Custodian, or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.10, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. On or before February 28 By March 15th of each calendar year beginning year, commencing in March 2007, the Servicer, the Master Servicer shall furnish to Servicer, the Trustee Securities Administrator and the Depositor a report (an "Attestation Report") Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm that attests to(which may also render other services to the Servicer, and reports on, the Assessment of Compliance made by the Master Servicer, the Securities Administrator, the Custodian or such other Servicing Function Participants, as required by Rules 13a-18 the case may be) and 15d-18 that is a member of the Exchange Act American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and Item 1122(bthe Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of Regulation ABsuch party, which Attestation Report must be made includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by it is expressing an opinion as to whether such party’s compliance with the Master Servicer to be "participating Relevant Servicing Criteria was fairly stated in the servicing function" within the meaning of Item 1122 of Regulation ABall material respects, to deliver to the Trustee and the Depositor or it cannot express an overall opinion regarding such party’s assessment of compliance and accountants' attestationwith the Relevant Servicing Criteria. If In the Master Servicer event that an overall opinion cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of be expressed, such year, the Trustee, at its sole option, may permit a cure period registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such yeargeneral use and not contain restricted use language. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver or cause the delivery of such reports until March 31st in any Custodianyear following the year in which the Servicer receives notification that the Form 15 for the Trust has been filed, an Assessment of Compliance however, notwithstanding anything herein to the contrary, no Subcontractor will be required to deliver any report in any such given year in which the Form 10-K is not required to be delivered unless it filed. Promptly after receipt of each such assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to this Section 3.10 is required as part coupled with an attestation meeting the requirements of a Form 10-K with respect this Section 3.10 and notify the Depositor of any exceptions. In the event the Servicer, the Master Servicer, the Securities Administrator, the Custodian, or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the Trust Fund. Failure of terms of, this Agreement, or any applicable Custodial Agreement or sub-servicing agreement, as the Master Servicer case may be, such party shall cause a registered public accounting firm to timely comply with provide an attestation pursuant to this Section 3.20 shall be deemed an Event of Default3.10, automaticallyor such other applicable agreement, without notice and without notwithstanding any cure periodsuch termination, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law assignment or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryresignation.
Appears in 4 contracts
Samples: Servicing Agreement (Renaissance Home Equity Loan Trust 2006-1, Home Equity Loan Asset-Backed Notes, Series 2006-1), Servicing Agreement (Renaissance Home Equity Loan Trust 2006-2), Servicing Agreement (Renaissance Home Equity Loan Trust 2006-4)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as the Servicer shall deliver to the Trustee on or before March 15th of the date hereofeach calendar year beginning in 2007, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains applicable Servicing Criteria (as set forth in Exhibit S) during the preceding calendar year. The Assessment of Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC S hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementServicer. On or before February 28 March 15th of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause and any subservicerSub-Servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, Report as and when provided above. Such Assessment of Compliance, which as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Sub-Servicer. Notwithstanding the foregoing, as to any Custodian, subcontractor determined by the Servicer to be “participating in the servicing function,” an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Servicer cannot deliver any Assessment of Compliance or Attestation Report by March 15th of such year, the Depositor, may permit a cure period for the Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 25th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 3.21 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, give notice to Noteholders that they have ten Business Days to object. If no such objection is received, the Indenture Trustee shall immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide an Assessment of Compliance (with respect to items (a) - (d) but not (e) above) and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit S hereto which are indicated as applicable to the “trustee”. Notwithstanding the foregoing, as to any trustee, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Each of the Servicer and the Trustee shall indemnify and hold harmless the Depositor and the Trustee, as applicable and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Servicer’s or the Trustee’s obligations, as applicable, under this Section 3.21.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Opt2), Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Opt4), Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Opt1)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the The Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as each of the date hereofMaster Servicer, require the Trustee and the Custodian (each, an “Attesting Party”) at its own expense shall deliver to the Trustee, the Master Servicer and the Depositor on or before March 15th of each calendar year beginning in 2008, a report signed by an authorized officer of such party regarding such Attesting Party’s assessment of compliance (an “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(b) A statement by such officer that such officer Attesting Party used the Servicing Criteria attached as Exhibit O hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(c) An assessment by such officer of the Master Servicer's related Attesting Party’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 such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicerrelated Attesting Party, 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 Master Servicer's related Attesting Party’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 Master Servicersuch Attesting Party, which statement shall be based on the activities it such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicersuch Attesting Party, 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 Exhibit O hereto which are indicated as applicable to the form of Exhibit CC hereto delivered related Attesting Party. Notwithstanding the foregoing, as to the Trustee and any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Depositor concurrently with the execution of this AgreementTrust Fund. On or before February 28 March 15th of each calendar year beginning in 20072008, the Master Servicer each Attesting Party shall furnish to the Trustee Master Servicer, the Depositor and the Depositor Trustee a report (an "“Attestation Report"”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicerrelated Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, subservicer and each subcontractor determined by the Master Servicer it to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If Trustee, the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, Report as and when provided aboveabove along with an indication of what Servicing Criteria are addressed in such assessment. The Trustee shall confirm that the assessments, which shall at taken as a minimum whole, address each all of the Servicing Criteria specified and taken individually address the Servicing Criteria for each party as set forth on Exhibit N hereto which are indicated as applicable to a "custodian." O and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any Custodiansubcontractor (as defined in the related servicing agreement), an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. In addition, for the avoidance of doubt and without duplication, the Master Servicer shall (and shall cause each subservicer engaged by it to) provide the following information to the Depositor and the Trustee: (A) any Event of Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Master Servicer or, to the best of the Master Servicer’s knowledge, any such subservicer, and (C) the Master Servicer’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Master Servicer’s obligations. In addition, the Master Servicer, shall cause each subservicer engaged by it to provide the following information to the Depositor and the Trustee, to the extent applicable, within the timeframes that the Master Servicer would otherwise have to provide such information:
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). Failure of the Master Servicer to timely comply with this Section 3.20 3.14 (including with respect to the time frames required in this Section) shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee mayat the direction of the Depositor shall, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. Failure of the Trustee to comply with this Section 3.14 (including with respect to the time frames required in this Section) which failure results in a failure to timely file the Form 10-K shall be deemed a default which may result in the termination of the Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in addition to whatever rights the Depositor may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Trustee for the same. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. In the event the Master Servicer, the Custodian, the Trustee or any subservicer or subcontractor engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of the Agreement, the Custodial 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 3.14 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Sl2), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Sl2), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Sl1)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006(a) Each of the Master Servicer, the Master Servicer Securities Administrator and the Custodian, each at its own expense, shall service deliver, and administer the related Mortgage Loans in accordance with all applicable requirements of the shall cause each Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to deliver, or otherwise make available to the Trustee Depositor and the Depositor Securities Administrator on or before February 28 March 15th of each calendar year beginning in 20072008, a report regarding such party's assessment of compliance with the Relevant Servicing Criteria (each, together with such similar report delivered by each Servicer as described in Section 3.21(c), an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(ai) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bii) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (ciii) An such party's assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 3.22(c), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such period, which assessment shall be based on failure and the activities it performs with respect to asset-backed securities transactions taken as nature and status thereof and (iv) a whole involving the Master 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 such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than February 1 of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer's Assessment , the Securities Administrator and the Custodian shall each forward to the Depositor and the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Securities Administrator and the Custodian (or any Servicing Function Participant engaged by them) submit their assessments to the Depositor and the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 3.21(b)) of each Servicing Function Participant engaged by it. Promptly after receipt of such Assessments of Compliance, the Securities Administrator shall confirm that the Assessments of Compliance, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit N and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such Assessments of Compliance until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the period consisting of the preceding calendar year; and. The Custodian and any Servicing Function Participant engaged by it shall not be required to deliver or cause the delivery of such Assessments of Compliance in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year.
(eb) A statement as to which Each of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee Securities Administrator and the Depositor concurrently with the execution of this Agreement. On Custodian, each at its own expense, shall cause, and shall cause each Servicing Function Participant engaged by it to cause, on or before February 28 March 15th of each calendar year beginning in 20072008, a registered public accounting firm (which may also render other services to the Master Servicer, the Master Servicer shall Securities Administrator, the Custodian or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish to the Trustee and the Depositor a report (each, together with such similar report delivered by each Servicer as described in Section 3.21(c), an "Attestation Report") by to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a registered public accounting firm representation regarding certain matters from the management of such party, which includes an assertion that attests tosuch party has complied with the Relevant Servicing Criteria, and reports on, (ii) on the Assessment basis of Compliance made an examination conducted by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such Attestation Report why it was unable to express such an opinion. Each such related Attestation Report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of the Commission's Regulation S-X. Such Attestation Reports must be available for general use and not contain restricted use language. If requested by the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's registration statement on Form S-3 relating to the Offered Certificates and the Form 10-K for the Trust. Promptly after receipt of such Attestation Reports, the Securities Administrator shall confirm that each Assessment of Compliance is coupled with a related Attestation Report and shall notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such Attestation Reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year. The Custodian and any Servicing Function Participant engaged by it shall not be required to deliver or cause the delivery of such Attestation Report in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year.
(c) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an Assessment of Compliance and related Attestation Report within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment include such Assessments of Compliance or and Attestation Report by February 28th Reports of such year, the Trustee, at Servicers with its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an own Assessment of Compliance and related Attestation ReportReport to be submitted pursuant to this Section 3.21.
(d) In the event the Master Servicer, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable Custodian or the Securities Administrator is terminated or resigns pursuant to the "trustee" or "securities administrator." In additionterms of this Agreement, the Trustee such party shall provide, and each such party shall cause the Custodian any Servicing Function Participant engaged by it to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodianprovide, an Assessment of Compliance is not pursuant to this Section 3.21, coupled with an Attestation Report as required to be delivered unless it is required as part of a Form 10-K in this Section 3.21 with respect to the Trust Fund. Failure period of time that the Master Servicer or the Securities Administrator was subject to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryAgreement.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Banc of America Funding 2007-B Trust), Pooling and Servicing Agreement (Banc of America Funding 2007-a Trust), Pooling and Servicing Agreement (Banc of America Funding 2007-2 Trust)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation AB, the Servicer shall deliver to the Trustee Company, the Issuing Entity, the Indenture Trustee, the Depositor, the Credit Enhancer and the Depositor each Rating Agency on or before February 28 of each calendar year beginning in 2007, a report regarding the Servicer's assessment of compliance (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Servicing Criteria during the preceding calendar year year. The Assessment of Compliance must be reasonably satisfactory to the Indenture Trustee, and as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of set forth in Regulation AB, which as the Assessment of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit [__] hereto, and which will also be attached to the Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC [__] hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementServicer. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee Company, the Issuing Entity, the Indenture Trustee, the Depositor, the Credit Enhancer and the Depositor each Rating Agency a report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee Company, the Issuing Entity, the Indenture Trustee, the Depositor, the Credit Enhancer and each Rating Agency an Assessment of Compliance and Attestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Depositor Servicing Criteria specified on Exhibit [__] hereto which are indicated as applicable to any "primary servicer." Notwithstanding the foregoing, as to any subcontractor, an assessment Assessment of compliance and accountants' attestationCompliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th of such year, the Indenture Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Master Servicer to timely comply with this Section 3.11 shall be deemed a Servicing Default, and the Indenture Trustee may, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the 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. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Indenture Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N [__] hereto which are indicated as applicable to the "indenture trustee" or "securities administrator." In addition, the Indenture Trustee shall cause the Custodian to deliver to the Indenture Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N [__] hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 3 contracts
Samples: Servicing Agreement (American Home Mortgage Securities LLC), Servicing Agreement (BNP Paribas Mortgage Securities LLC), Servicing Agreement (BNP Paribas Mortgage ABS LLC)
Assessments of Compliance and Attestation Reports. On and after January 1(a) By March 15 of each year, 2006commencing in March 2008, the Master Servicer Servicer, at its own expense, shall service furnish, and administer the related Mortgage Loans in accordance with all applicable requirements of the shall cause any Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to furnish, each at its own expense, to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007Master Servicer, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 5.06(d), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment Relevant Servicing Criteria as of Compliance and for such period. Notwithstanding the period consisting foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver any assessments until March 31st in any given year so long as it has not received written confirmation from the Depositor that a Form 10-K is required to be filed in respect of the Trust for the preceding calendar year; andprovided however that, notwithstanding the foregoing, no Subcontractor will be required to deliver any assessments in any given year in which the Form 10-K is not required to be filed.
(eb) A statement By March 15 of each year, commencing in March 2008, the Servicer, at its own expense, shall cause, and the Servicer shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer or such other Servicing Function Participants, as to which the case may be) and that is a member of the Servicing Criteria, if any, are not applicable American Institute of Certified Public Accountants to furnish a report to the Master Servicer, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which statement shall be based includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed basis of an examination conducted 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting such firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicerPCAOB, and each subcontractor determined by it is expressing an opinion as to whether such party’s compliance with the Master Servicer to be "participating Relevant Servicing Criteria was fairly stated in the servicing function" within the meaning of Item 1122 of Regulation ABall material respects, to deliver to the Trustee and the Depositor or it cannot express an overall opinion regarding such party’s assessment of compliance and accountants' attestationwith the Relevant Servicing Criteria. If In the Master Servicer event that an overall opinion cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of be expressed, such year, the Trustee, at its sole option, may permit a cure period registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such yeargeneral use and not contain restricted use language. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver or cause the delivery of such reports until March 31st in any given year so long as to any Custodian, an Assessment of Compliance the Servicer has received written confirmation from the Depositor that a Form 10-K is not required to be delivered unless it is filed in respect of the Trust for the preceding fiscal year provided however that, notwithstanding the foregoing, no Subcontractor will be required as part of a to deliver any reports in any given year in which the Form 10-K with respect is not required to the Trust Fund. be filed.
(c) Failure of the Master Servicer to comply timely comply with this Section 3.20 3.18 shall be deemed an a Servicer Event of DefaultDefault as to the Servicer, automatically, without notice and without any cure period, and the Trustee Master Servicer may, in addition to whatever rights the Trustee Master Servicer may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s right to reimbursement of xxxxxxxxxxxx X&X Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided for in this Agreement). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.
(d) In the event the Servicer or any Servicing Function Participant engaged by the Servicer is terminated, assigns its rights and obligations under, or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide a report on assessment of compliance with respect to the related year pursuant to this Section 3.18(d) or to such other applicable agreement, notwithstanding any such termination, assignment or resignation for the related year.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (MortgageIT Securities Corp. Mortgage Loan Trust, Series 2007-1), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2007-He5), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2007-Asap1)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master (a) The Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit C hereto). The Master Servicer shall deliver to the Trustee and the Depositor Trust Administrator on or before February 28 March 1st of each calendar year beginning in 20072008, the following:
(i) a report (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a . Such report shall be signed by an authorized officer of the related Servicer that contains the following:
(a) A statement by such officer Servicer, and shall address each of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerset forth in Exhibit C hereto;
(bii) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer;
a report (can “Attestation Report”) An assessment by such officer of the Master 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 Master 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 reasonably acceptable to the Master Servicer's Assessment Depositor that attests to, and reports on, the assessment of Compliance for compliance made by the period consisting of Servicer and delivered pursuant to the preceding calendar yearparagraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and
(eiii) A cause each Sub-Servicer, and each subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver an Assessment of Compliance and Attestation Report as and when provided in paragraphs (i) and (ii) of this Section 3.21(a).
(iv) a statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed by the same asset type as the Mortgage Loans.
(b) The Servicer shall, or shall cause any Sub-Servicer and each subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB to, deliver to the Trust Administrator and the Depositor an Assessment of Compliance and Attestation Report as and when provided above. Such report Assessment of Compliance, as to any Sub-Servicer, shall at a minimum shall address each of the Servicing Criteria specified on a certification substantially in Exhibit C hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the form of Exhibit CC hereto delivered foregoing, as to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007any subcontractor, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as is not required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning delivered unless it is required as part of Item 1122 of Regulation AB, to deliver a Form 10-K with respect to the Trustee and the Depositor an assessment of compliance and accountants' attestationTrust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 1st of such year, the TrusteeTrust Administrator, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 15th of such year. Failure of the Servicer to timely comply with this Section 3.21 shall be deemed a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee at the direction of the Depositor may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the 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; provided, however, the Depositor shall not be entitled to instruct the Trustee to terminate the rights and obligations of the Servicer pursuant to clause (iii) above if a failure of the Servicer to identify a subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such subcontractor with respect to mortgage loans other than the Mortgage Loans. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Trustee Trust Administrator shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to the "trustee" or "securities “trust administrator." In addition, ” The Servicer shall indemnify and hold harmless the Trustee shall cause the Custodian to deliver to the Trustee Depositor and the Depositor an Assessment Trust Administrator and their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of Compliance and Attestation Reportthe Servicer’s obligations, as and when provided aboveapplicable, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with under this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary3.21.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Wfhe2), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Wfhe1), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Wfhe3)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, each of the Master Servicer and the Indenture Trustee shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit [__]). The Each of the Master Servicer and the Indenture Trustee shall deliver to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Indenture Trustee) on or before February 28 March 15th of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee Depositor regarding the Master Servicer's and Indenture Trustee'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, which as of the date hereof, require a report by an authorized officer of the related Master Servicer or the Indenture Trustee that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master ServicerServicer or the Indenture Trustee;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master ServicerServicer or the Indenture Trustee;
(c) An assessment by such officer of the Master Servicer's or Indenture Trustee'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 Master ServicerServicer or the Indenture Trustee, as applicable, 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 Master Servicer's or Indenture Trustee'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 Master ServicerServicer or Indenture Trustee, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master ServicerServicer or Indenture Trustee, 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 CC [___] hereto delivered to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Indenture Trustee) concurrently with the execution of this Agreement. On or before February 28 March 15th of each calendar year beginning in 2007, each of the Master Servicer and the Indenture Trustee shall furnish to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Indenture Trustee) a report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master ServicerServicer or the Indenture Trustee, as applicable, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Each of the Master Servicer and the Indenture Trustee shall cause any subservicerservicer, and each subcontractor determined by the Master Servicer or the Trustee, as applicable, to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Indenture Trustee) an assessment of compliance and accountants' attestation. If the Master Servicer or the Indenture Trustee cannot deliver the related Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the TrusteeDepositor, at its sole option, may permit a cure period for the Master Servicer or the Indenture Trustee, as applicable, to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 30th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 3.21 shall be deemed an a Master Servicer Event of DefaultTermination, automatically, without notice and without any cure period, and the Indenture Trustee may, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.
Appears in 3 contracts
Samples: Servicing Agreement (Boardwalk Mortgage Securities Inc.), Servicing Agreement (Ameriquest Mortgage Securities Inc), Servicing Agreement (Argent Securities Inc)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as each of the date hereofCompany as a Servicer, require the Master Servicer, the Securities Administrator and the Custodian (to the extent set forth in this Section) (each, an “Attesting Party”) shall deliver (or otherwise make available) to the Master Servicer, the Securities Administrator and the Depositor on or before March 15th of each calendar year beginning in 2007, a report by regarding such Attesting Party’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance, as set forth in Regulation AB, must contain the following:
(a) A statement by such an authorized officer of such Attesting Party of its authority and responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(b) A statement by such an authorized officer that such officer Attesting Party used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicerrelated Attesting Party;
(c) An assessment by such officer of the Master Servicer's related Attesting Party’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 such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicerrelated Attesting Party, 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 Master Servicer's related Attesting Party’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 Master Servicerrelated Attesting Party, which statement shall be based on the activities it such Attesting Party performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicersuch Attesting Party, 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 CC N hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this Agreementrelated Attesting Party. On or before February 28 March 15th of each calendar year beginning in 2007, the Master Servicer each Attesting Party shall furnish to the Trustee Master Servicer, the Depositor and the Depositor Securities Administrator a report (an "“Attestation Report"”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicerrelated Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause enforce the obligation of each Servicer to deliver to the Securities Administrator, the Master Servicer and the Depositor an Assessment of Compliance and Attestation Report as and when provided in the related Servicing Agreement. Each of the Company, the Master Servicer and the Securities Administrator shall cause, and the Master Servicer shall enforce the obligation (as and when provided in the related Servicing Agreement) of each Servicer to cause, any subservicer, subservicer and each subcontractor (to the extent such subcontractor is determined by the Company, the Master Servicer or the Securities Administrator, as applicable, to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB) that is engaged by the Company, such Servicer, the Master Servicer or the Securities Administrator, as applicable, to deliver to the Trustee Securities Administrator, the Master Servicer and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, Report as and when provided above. Such Assessment of Compliance, which as to any subservicer or subcontractor, shall at a minimum address each of the applicable Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to any “primary servicer” to the "trustee" extent such subservicer or "securities administrator." subcontractor is performing any servicing function for the party who engages it and to the extent such party is not itself addressing the Servicing Criteria related to such servicing function in its own Assessment of Compliance. The Securities Administrator shall confirm that each of the Assessments of Compliance delivered to it, taken as a whole, address all of the Servicing Criteria and taken individually address the Servicing Criteria for each party as set forth in Exhibit N and notify the Depositor of any exceptions. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. In addition, for the avoidance of doubt and without duplication, the Company as a Servicer shall (and shall cause each subservicer engaged by it to) provide the following information to the Depositor and the Securities Administrator: (A) any Company Default hereunder and any subservicer event of default under the terms of the related Subservicing Agreement, (B) any merger, consolidation or sale of substantially all of the assets of the Company or, to the best of the Company’s knowledge, any such subservicer, and (C) the Company’s entry into an agreement with a subservicer to perform or assist in the performance of any of the Company’s obligations as Servicer. In addition, the Trustee Company as a Servicer, shall cause each subservicer engaged by it to provide the following information to the Depositor and the Securities Administrator, to the extent applicable, within the timeframes that the Company would otherwise have to provide such information:
(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);
(B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and
(C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). The Custodian to shall deliver to the Trustee Master Servicer, the Securities Administrator and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "“custodian." ”. Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance or Attestation Report is not required to be delivered by any Custodian unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer Company to timely comply with this Section 3.20 4.17 (including with respect to the timeframes required herein) shall be deemed a Company Default, and the Master Servicer shall, in addition to whatever rights the Master Servicer may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of 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. Failure of the Master Servicer to comply with this Section 4.17 (including with respect to the timeframes required herein) shall constitute an Event of Default, automatically, without notice and without any cure period, and at the written direction of the Depositor the Trustee mayshall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (but subject to the Master Servicer’s rights to payment of any Master Servicing Compensation and reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Failure of the Securities Administrator to comply with this Section 4.17 (including with respect to the timeframes required in this Section) which failure results in a failure to timely file the related Form 10-K, shall constitute a default and at the written direction of the Depositor the Trustee shall, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all of the rights and obligations of the Securities Administrator under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Securities Administrator for the same (but subject to the Securities Administrator’s right to reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.
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)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, each of the Master Servicer and the Trustee shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit [__]). The Each of the Master Servicer and the Trustee shall deliver to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Trustee) on or before February 28 March 15th of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee Depositor regarding the Master Servicer's and Trustee'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, which as of the date hereof, require a report by an authorized officer of the related Master Servicer or the Trustee that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master ServicerServicer or the Trustee;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master ServicerServicer or the Trustee;
(c) An assessment by such officer of the Master Servicer's or Trustee'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 Master ServicerServicer or the Trustee, as applicable, 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 Master Servicer's or Trustee'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 Master ServicerServicer or Trustee, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master ServicerServicer or Trustee, 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 CC [___] hereto delivered to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Trustee) concurrently with the execution of this Agreement. On or before February 28 March 15th of each calendar year beginning in 2007, each of the Master Servicer and the Trustee shall furnish to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Trustee) a report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master ServicerServicer or the Trustee, as applicable, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Each of the Master Servicer and the Trustee shall cause any subservicerservicer, and each subcontractor determined by the Master Servicer or the Trustee, as applicable, to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Trustee) an assessment of compliance and accountants' attestation. If the Master Servicer or the Trustee cannot deliver the related Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the TrusteeDepositor, at its sole option, may permit a cure period for the Master Servicer or the Trustee, as applicable, to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 30th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 3.21 shall be deemed an a Master Servicer Event of DefaultTermination, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Park Place Securities, Inc.), Pooling and Servicing Agreement (Boardwalk Mortgage Securities Inc.), Pooling and Servicing Agreement (Argent Securities Inc)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master The Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit R hereto). The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as the Servicer shall deliver to the Trustee via electronic mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx), the Certificate Insurer and the Depositor prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of the date hereofeach year thereafter, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance must be reasonably satisfactory to the Depositor, and as set forth in Regulation AB, the Assessment of Compliance must contain the following:
(a) a. A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) b. A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) c. An assessment by such officer of the Master 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) d. A statement that a registered public accounting firm has issued an attestation report on the Master Servicer's ’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) e. A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC R hereto delivered which are indicated as applicable to the Trustee Servicer. Prior to (x) March 15, 2007 and the Depositor concurrently with the execution of this Agreement. On or before February 28 (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each calendar year beginning in 2007thereafter, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause and any subservicersub-servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit R hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the TrusteeDepositor, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 25th of such year. Failure of the Servicer to timely comply with this Section 3.21 may be deemed an Event of Default. The Trustee shall, with the consent of the Depositor, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, give notice to Certificateholders that they have ten Business Days to object. If no such objection is received and so long as no Certificate Insurer Default is continuing, if the Certificate Insurer consents in writing, the Trustee shall immediately terminate all the 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall, prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each year thereafter, shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N R hereto which are indicated as applicable to the "“trustee" or "securities administrator." In addition, the Trustee ” The Servicer shall cause the Custodian to deliver to the Trustee indemnify and hold harmless the Depositor an Assessment of Compliance and Attestation Reportits officers, as directors and when provided aboveAffiliates from and against any actual losses, which shall at damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a minimum address each breach of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with Servicer’s obligations under this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary3.21.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (IndyMac Residential Mortgage-Backed Trust, Series 2006-L3), Pooling and Servicing Agreement (IndyMac Residential Mortgage-Backed Trust, Series 2006-L4), Pooling and Servicing Agreement (IndyMac Residential Mortgage-Backed Trust, Series 2006-L3)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master The Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit C hereto). The Master Servicer shall deliver to the Trustee Trust Administrator and the Depositor on or before February 28 March 5th of each calendar year beginning in 20072008, the following:
(i) a report (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a . Such report shall be signed by an authorized officer of the related Servicer that contains the following:
(a) A statement by such officer Servicer, and shall address each of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master Servicer's compliance with the applicable Servicing Criteria for (wherein “investor” shall mean Trust Administrator) set forth in Exhibit C hereto. Notwithstanding the period consisting of foregoing, neither the preceding calendar year, including disclosure of Servicer nor any material instance of noncompliance with respect thereto during such period, which assessment Servicing Function Participant engaged by the Servicer shall be based on the activities it performs with respect required to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued deliver an attestation report on the Master Servicer's Assessment of Compliance until March 31st in any given year so long as it has not received written confirmation from the Depositor that a Form 10-K is required to be filed in respect of the Trust for the period consisting of the preceding calendar year; andprovided however that, notwithstanding the foregoing, no Subcontractor will be required to deliver an Assessment of Compliance in any given year in which the Form 10-K is not required to be filed;
(eii) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "“Attestation Report"”) by of a registered public accounting firm that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Notwithstanding the foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver an Attestation Report until March 31st in any given year so long as it has not received written confirmation from the Depositor that a Form 10-K is required to be filed in respect of the Trust for the preceding calendar year; provided however that, notwithstanding the foregoing, no Subcontractor will be required to deliver an Attestation Report in any given year in which the Form 10-K is not required to be filed;
(iii) if required by Regulation AB, cause each Sub-Servicer, and each Subcontractor determined by the Servicer to be a Servicing Function Participant, to deliver an Assessment of Compliance made by the Master Servicerand Attestation Report as and when provided in paragraphs (i) and (ii) of this Section 3.21(a); and
(iv) deliver, as or if required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master cause each Sub-Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, Servicing Function Participant to deliver to the Trustee Trust Administrator, the Depositor or any other Person that will be responsible for signing the Certification (as defined herein), a certification, signed by the appropriate officer of the Servicer or such Sub-Servicer or Subcontractor, in the form attached hereto as Exhibit H-3 (a “Servicer Certification”); provided that such Servicer Certification delivered by the Servicer may not be filed as an exhibit to, or included in, any filing with the Commission. The Servicer acknowledges that the party identified in clause (iv) above may rely on the Servicer Certification provided by the Servicer pursuant to such clause in signing the Certification and filing such with the Commission. Each Assessment of Compliance provided by a Sub-Servicer pursuant to this Section 3.21 shall address each of the applicable Servicing Criteria specified on Exhibit C hereto and shall be delivered to the Trust Administrator and the Depositor an assessment concurrently with the execution of compliance and accountants' attestationthis Agreement or, in the case of a Sub-Servicer subsequently appointed as such, on or prior to the date of such appointment. If the Master Servicer cannot deliver the related An Assessment of Compliance provided by a Servicing Function Participant pursuant to clause (iii) above need not address any elements of the Servicing Criteria other than those specified by the Servicer pursuant to Section 3.02. If reasonably requested by the Trust Administrator or Attestation Report by February 28th of such yearthe Depositor, the TrusteeServicer shall provide to the Trust Administrator or the Depositor, at its sole option, may permit a cure period for evidence of the Master Servicer authorization of the person signing the certificate or statement provided pursuant to deliver such Assessment Section 3.20 and 3.21 of Compliance or Attestation Report, but in no event later than March 10th of such yearthis Agreement. The Trustee Trust Administrator shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to the "trustee" or "securities “trust administrator." In addition” The Trust Administrator shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon any failure of the Trustee shall cause the Custodian Trust Administrator to deliver to the Trustee and the Depositor an when required its Assessment of Compliance and Attestation ReportCompliance. Such indemnification shall not cover any damages that are indirect, as and when provided aboveconsequential, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodianpunitive or special in nature." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Amc1), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ahl2), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ahl3)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, each of the Master Servicer and the Indenture Trustee shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit [__]). The Each of the Master Servicer and the Indenture Trustee shall deliver to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Indenture Trustee) on or before February 28 March 15th of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee Depositor regarding the Master Servicer's and Indenture Trustee'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, which as of the date hereof, require a report by an authorized officer of the related Master Servicer or the Indenture Trustee that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master ServicerServicer or the Indenture Trustee;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master ServicerServicer or the Indenture Trustee;
(c) An assessment by such officer of the Master Servicer's or Indenture Trustee'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 Master ServicerServicer or the Indenture Trustee, as applicable, 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 Master Servicer's or Indenture Trustee'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 Master ServicerServicer or Indenture Trustee, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master ServicerServicer or Indenture Trustee, 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 CC [___] hereto delivered to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Indenture Trustee) concurrently with the execution of this Agreement. On or before February 28 March 15th of each calendar year beginning in 2007, each of the Master Servicer and the Indenture Trustee shall furnish to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Indenture Trustee) a report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master ServicerServicer or the Indenture Trustee, as applicable, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Each of the Master Servicer and the Indenture Trustee shall cause any subservicerservicer, and each subcontractor determined by the Master Servicer or the Trustee, as applicable, to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Indenture Trustee) an assessment of compliance and accountants' attestation. If the Master Servicer or the Indenture Trustee cannot deliver the related Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the TrusteeDepositor, at its sole option, may permit a cure period for the Master Servicer or the Indenture Trustee, as applicable, to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 30th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 3.21 shall be deemed an a Master Servicer Event of DefaultTermination, automatically, without notice and without any cure period, and the Indenture Trustee may, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 3 contracts
Samples: Servicing Agreement (New Century Mortgage Securities Inc), Servicing Agreement (New Century Mortgage Securities LLC), Servicing Agreement (New Century Mortgage Securities Inc)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master The Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit R hereto). The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as the Servicer shall deliver to the Trustee via electronic mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx) and the Depositor prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of the date hereofeach year thereafter, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance must be reasonably satisfactory to the Depositor, and as set forth in Regulation AB, the Assessment of Compliance must contain the following:
(ai) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(bii) A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(ciii) An assessment by such officer of the Master 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(div) A statement that a registered public accounting firm has issued an attestation report on the Master Servicer's ’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(ev) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC R hereto delivered which are indicated as applicable to the Trustee Servicer. Prior to (x) March 15, 2007 and the Depositor concurrently with the execution of this Agreement. On or before February 28 (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each calendar year beginning in 2007thereafter, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause and any subservicersub-servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit R hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the TrusteeDepositor, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 25th of such year. Failure of the Servicer to timely comply with this Section 3.18 may be deemed an Event of Default. The Trustee shall, with the consent of the Depositor, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, give notice to Certificateholders that they have ten Business Days to object. If no such objection is received, the Trustee shall immediately terminate all the 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall, prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each year thereafter, shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N R hereto which are indicated as applicable to the "“trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.”
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (IndyMac MBS Inc. Home Equity Mortgage Loan Asset-Backed Trust Series INDS 2006-1), Pooling and Servicing Agreement (Indymac Abs Inc), Pooling and Servicing Agreement (IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-B)
Assessments of Compliance and Attestation Reports. On and after January 1(a) By March 15 of each year, 2006commencing in March 2007, the Master Servicer Servicer, at its own expense, shall service furnish, and administer the related Mortgage Loans in accordance with all applicable requirements of the shall cause any Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to furnish, each at its own expense, to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007Master Servicer, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 5.06(d), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment Relevant Servicing Criteria as of Compliance and for such period. Notwithstanding the period consisting foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver any assessments until March 31st in any given year so long as it has not received written confirmation from the Depositor that a Form 10-K is required to be filed in respect of the Trust for the preceding calendar year; and, however, notwithstanding anything herein to the contrary, no Subcontractor will be required to deliver any assessments in any such given year in which the Form 10-K is not required to be filed.
(eb) A statement By March 15 of each year, commencing in March 2007, the Servicer, at its own expense, shall cause, and the Servicer shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer or such other Servicing Function Participants, as to which the case may be) and that is a member of the Servicing Criteria, if any, are not applicable American Institute of Certified Public Accountants to furnish a report to the Master Servicer, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which statement shall be based includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed basis of an examination conducted 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting such firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicerPCAOB, and each subcontractor determined by it is expressing an opinion as to whether such party’s compliance with the Master Servicer to be "participating Relevant Servicing Criteria was fairly stated in the servicing function" within the meaning of Item 1122 of Regulation ABall material respects, to deliver to the Trustee and the Depositor or it cannot express an overall opinion regarding such party’s assessment of compliance and accountants' attestationwith the Relevant Servicing Criteria. If In the Master Servicer event that an overall opinion cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of be expressed, such year, the Trustee, at its sole option, may permit a cure period registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such yeargeneral use and not contain restricted use language. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver or cause the delivery of such reports until March 31st in any given year so long as the Servicer has not received written confirmation from the Depositor that a Form 10-K is required to be filed in respect of the Trust for the preceding fiscal year, however, notwithstanding anything herein to the contrary, no Subcontractor will be required to deliver any Custodian, an Assessment of Compliance report in any such given year in which the Form 10-K is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. filed.
(c) Failure of the Master Servicer to comply timely comply with this Section 3.20 3.18 shall be deemed an the Servicer Event of DefaultDefault as to the Servicer, automatically, without notice and without any cure period, and the Trustee Master Servicer may, in addition to whatever rights the Trustee Master Servicer may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s right to reimbursement of xxxxxxxxxxxx X&X Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided for in this Agreement). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sl4), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sl3)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, each of the Master Servicer and the Trustee shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit [__]). The Each of the Master Servicer and the Trustee shall deliver to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Trustee) on or before February 28 March 15th of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee Depositor regarding the Master Servicer's and Trustee'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, which as of the date hereof, require a report by an authorized officer of the related Master Servicer or the Trustee that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master ServicerServicer or the Trustee;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master ServicerServicer or the Trustee;
(c) An assessment by such officer of the Master Servicer's or Trustee'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 Master ServicerServicer or the Trustee, as applicable, 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 Master Servicer's or Trustee'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 Master ServicerServicer or Trustee, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master ServicerServicer or Trustee, 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 CC [___] hereto delivered to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Trustee) concurrently with the execution of this Agreement. On or before February 28 March 15th of each calendar year beginning in 2007, each of the Master Servicer and the Trustee shall furnish to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Trustee) a report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master ServicerServicer or the Trustee, as applicable, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Each of the Master Servicer and the Trustee shall cause any subservicerservicer, and each subcontractor determined by the Master Servicer or the Trustee, as applicable, to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Trustee) an assessment of compliance and accountants' attestation. If the Master Servicer or the Trustee cannot deliver the related Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the TrusteeDepositor, at its sole option, may permit a cure period for the Master Servicer or the Trustee, as applicable, to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 30th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 3.21 shall be deemed an a Master Servicer Event of DefaultTermination, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Maseter Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Option One Mortgage Acceptance Corp), Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master (a) The Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit C hereto). The Master Servicer shall deliver to the Trustee and the Depositor Trust Administrator on or before February 28 March 1st of each calendar year beginning in 2007, the following:
(i) a report (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a . Such report shall be signed by an authorized officer of the related Servicer that contains the following:
(a) A statement by such officer Servicer, and shall address each of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerset forth in Exhibit C hereto;
(bii) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer;
a report (can “Attestation Report”) An assessment by such officer of the Master 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 Master 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 reasonably acceptable to the Master Servicer's Assessment Depositor that attests to, and reports on, the assessment of Compliance for compliance made by the period consisting of Servicer and delivered pursuant to the preceding calendar yearparagraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and
(eiii) A cause each Sub-Servicer, and each subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver an Assessment of Compliance and Attestation Report as and when provided in paragraphs (i) and (ii) of this Section 3.21(a).
(iv) a statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed by the same asset type as the Mortgage Loans.
(b) The Servicer shall, or shall cause any Sub-Servicer and each subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB to, deliver to the Trust Administrator and the Depositor an Assessment of Compliance and Attestation Report as and when provided above. Such report Assessment of Compliance, as to any Sub-Servicer, shall at a minimum shall address each of the Servicing Criteria specified on a certification substantially in Exhibit C hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the form of Exhibit CC hereto delivered foregoing, as to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007any subcontractor, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as is not required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning delivered unless it is required as part of Item 1122 of Regulation AB, to deliver a Form 10-K with respect to the Trustee and the Depositor an assessment of compliance and accountants' attestationTrust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 1st of such year, the TrusteeTrust Administrator, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 15th of such year. Failure of the Servicer to timely comply with this Section 3.21 shall be deemed a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee at the direction of the Depositor may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the 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; provided, however, the Depositor shall not be entitled to instruct the Trustee to terminate the rights and obligations of the Servicer pursuant to clause (iii) above if a failure of the Servicer to identify a subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such subcontractor with respect to mortgage loans other than the Mortgage Loans. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee Trust Administrator shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to the "trustee" or "securities “trust administrator." In addition” The Servicer shall indemnify and hold harmless the Depositor and the Trust Administrator and their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Trustee Servicer’s obligations, as applicable, under this Section 3.21. The Trust Administrator shall cause indemnify and hold harmless the Custodian Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon any failure of the Trust Administrator to deliver to the Trustee and the Depositor an when required its Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodianCompliance." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wf2), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wf1)
Assessments of Compliance and Attestation Reports. On and after January 1(a) By March 15 of each year, 2006commencing in March 2008, the Master Servicer Servicer, at its own expense, shall service furnish, and administer the related Mortgage Loans in accordance with all applicable requirements of the shall cause any Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to furnish, each at its own expense, to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007Master Servicer, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 5.06(d), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment Relevant Servicing Criteria as of Compliance and for such period. Notwithstanding the period consisting foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver any assessments until March 31st in any given year so long as it has not received written confirmation from the Depositor that a Form 10-K is required to be filed in respect of the Trust for the preceding calendar year; andprovided however that, notwithstanding the foregoing, no Subcontractor will be required to deliver any assessments in any given year in which the Form 10-K is not required to be filed.
(eb) A statement By March 15 of each year, commencing in March 2008, the Servicer, at its own expense, shall cause, and the Servicer shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer or such other Servicing Function Participants, as to which the case may be) and that is a member of the Servicing Criteria, if any, are not applicable American Institute of Certified Public Accountants to furnish a report to the Master Servicer, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which statement shall be based includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed basis of an examination conducted 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting such firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicerPCAOB, and each subcontractor determined by it is expressing an opinion as to whether such party’s compliance with the Master Servicer to be "participating Relevant Servicing Criteria was fairly stated in the servicing function" within the meaning of Item 1122 of Regulation ABall material respects, to deliver to the Trustee and the Depositor or it cannot express an overall opinion regarding such party’s assessment of compliance and accountants' attestationwith the Relevant Servicing Criteria. If In the Master Servicer event that an overall opinion cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of be expressed, such year, the Trustee, at its sole option, may permit a cure period registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such yeargeneral use and not contain restricted use language. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver or cause the delivery of such reports until March 31st in any given year so long as to any Custodian, an Assessment of Compliance the Servicer has received written confirmation from the Depositor that a Form 10-K is not required to be delivered unless it is filed in respect of the Trust for the preceding fiscal year provided however that, notwithstanding the foregoing, no Subcontractor will be required as part of a to deliver any reports in any given year in which the Form 10-K with respect is not required to the Trust Fund. be filed.
(c) Failure of the Master Servicer to comply timely comply with this Section 3.20 3.18 shall be deemed an a Servicer Event of DefaultDefault as to the Servicer, automatically, without notice and without any cure period, and the Trustee Master Servicer may, in addition to whatever rights the Trustee Master Servicer may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s right to reimbursement of uxxxxxxxxxxx X&X Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided for in this Agreement). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.
(d) In the event the Servicer or any Servicing Function Participant engaged by the Servicer is terminated, assigns its rights and obligations under, or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide a report on assessment of compliance with respect to the related year pursuant to this Section 3.18(d) or to such other applicable agreement, notwithstanding any such termination, assignment or resignation for the related year.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2007-He1), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2007-Asap2)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver (a) Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, the Master Servicer shall deliver to the Trustee and the Depositor on or before March 15 of each calendar year beginning in the year following the year of execution of this Agreement prior to and including the calendar year in which as Form 15 Suspension Notice is filed with respect to the Trust Fund and April 30 of the date hereofeach calendar year thereafter, require a report by regarding the Master Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains servicing criteria during the preceding calendar year. The Assessment of Compliance must be reasonably satisfactory to the Depositor, and as set forth in Regulation AB, the Assessment of Compliance must contain the following:
(ai) A statement by such officer the Master Servicer of its responsibility for assessing compliance with the Servicing Criteria servicing criteria applicable to the Master Servicer;
(bii) A statement by such officer the Master Servicer that such officer it used the Servicing Criteria servicing criteria applicable to it, including at the minimum those that are specified on Exhibit O hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria servicing criteria applicable to the Master Servicer;
(ciii) An assessment by such officer the Master Servicer of the Master Servicer's ’s compliance with the applicable Servicing Criteria 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(div) A statement that a registered public accounting firm has issued an attestation report on the Master Servicer's ’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(ev) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. .
(b) On or before February 28 March 15 of each calendar year beginning in 2007the year following the year of execution of this Agreement prior to and including the calendar year in which Form 15 Suspension Notice is filed with respect to the Trust Fund and April 30 of each calendar year thereafter, the Master Servicer shall furnish to the Trustee and the 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 Master ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. .
(c) The Master Servicer shall cause the Sub-Servicer and any subservicerother subservicer to which the Master Servicer delegated any of its responsibilities with respect to the Mortgage Loans, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, AB to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If which the Master Servicer cannot deliver the related Assessment delegated any of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable responsibilities with respect to the "trustee" or "securities administrator." In additionMortgage Loans, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, Report as and when provided above.
(d) Such Assessment of Compliance, which as to the Sub-Servicer and any other subservicer, shall at a minimum address each of the Servicing Criteria servicing criteria applicable to it, including at the minimum those that are specified on Exhibit N O hereto which are indicated as applicable to a "custodianany “primary servicer." ” Notwithstanding the foregoing, as to any Custodiansubcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure .
(e) The Trustee shall also provide to the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Master Servicer servicing criteria applicable to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damagesit, including injunctive relief and specific performance, terminate all at the rights and obligations of the Master Servicer under this Agreement and in and minimum those that are specified on Exhibit O hereto which are indicated as applicable to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary“trustee.”
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-Wl2), Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-Wl3)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation AB, the Master Servicer shall deliver to the Trustee and the Depositor theTrustee on or before February 28 of each calendar year beginning in 2007, a report regarding the Master Servicer's assessment of compliance (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Servicing Criteria during the preceding calendar year year. The Assessment of Compliance must be reasonably satisfactory to the Trustee, and as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of set forth in Regulation AB, which as the Assessment of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit L hereto, and which will also be attached to the Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC L hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementMaster Servicer. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master ServicerDepositor, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit L hereto which are indicated as applicable to any "primary servicer." Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N L hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N L hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Impac Secured Assets Corp), Pooling and Servicing Agreement (Impac Secured Assets Corp)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 March 15th of each calendar year beginning in 20072008, a report regarding the Servicer’s assessment of compliance (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the applicable Servicing Criteria (as set forth in Exhibit R) during the preceding calendar year as required by Rules 13a-18 and 15d-18 year. The Assessment of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;; and
(d) A statement that a registered public accounting firm has issued an attestation report on the Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC R hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementServicer. On or before February 28 March 15th of each calendar year beginning in 20072008, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause and any subservicerSub-Servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or and Attestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall address each of the Servicing Criteria applicable to the Sub-Servicer. Notwithstanding the foregoing, as to any subcontractor determined by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such be “participating in the servicing function,” an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Any failure by the Servicer (or Attestation Reportany Sub-Servicer or subcontractor determined by the Servicer to be “participating in the servicing function”) to deliver any information, report, certification or accountants’ letter when and as required under this Section 3.21, which information, report, certification or accountants’ letter is required as part of a Form 10-K with respect to the Trust Fund, including (except as provided below) any failure by the Servicer to identify any subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, shall constitute a Servicer Event of Termination, and the Trustee may (but only at the direction of the Depositor) terminate the rights and obligations of the Servicer under this Agreement without payment (notwithstanding anything in no event later this Agreement to the contrary) of any compensation to the Servicer (other than March 10th the Servicer’s rights to reimbursement of unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement); provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such yearprovision shall be given effect. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N R hereto which are indicated as applicable to the "“trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." ”. Notwithstanding the foregoing, as to any Custodiantrustee, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure Each of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee mayshall indemnify and hold harmless the Depositor and the Trustee, in addition to whatever rights as applicable and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Trustee may have Servicer’s or the Trustee’s obligations, as applicable, under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrarySection 3.21.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Opt5), Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Opt4)
Assessments of Compliance and Attestation Reports. (A) On and after January 1or before March 1st (or March 15th with respect to the Trustee) of each calendar year, 2006commencing in 2007, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall shall:
(1) deliver to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") in form and substance reasonably satisfactory to the Trustee Depositor and the Trustee) regarding the Master Servicer's ’s assessment of compliance with the Relevant Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of . Such report shall be addressed to the date hereof, require a report Depositor and signed by an authorized officer of the related Servicer that contains and shall address each of the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable specified substantially on Exhibit S hereto (or those Servicing Criteria otherwise mutually agreed to by the Master ServicerDepositor and the Servicer in response to evolving interpretations of Regulation AB;
(b2) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable deliver to the Master Servicer;
(c) An assessment by such officer Trustee a report of the Master 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 Master 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 Master 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 reasonably acceptable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to Depositor and the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment assessment of Compliance the compliance made by the Master Servicer, as required by Servicer and delivered pursuant to the .preceding paragraph. Such attestation shall be in accordance with Rules 13a-18 1-02(a)(3) and 15d-18 of the Exchange Act and Item 1122(b2-02(g) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by S-X under the Public Company Accounting Oversight Board. The Master Securities Act and the Exchange Act;
(3) cause each Sub-Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, Subcontractor to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master ’ attestation as and when provided in paragraphs (i) and (ii) of this Section 3.21; and
(4) pursuant to Section 4.05(a)(iv), deliver, and cause each Sub-Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer and each Subcontractor to deliver such Assessment to the Trustee a certification in the form attached hereto as Exhibit N-2. Each assessment of Compliance or Attestation Report, but compliance provided by a Sub-Servicer pursuant to Section 3.21(iii) shall address each of the Relevant Servicing Criteria applicable to the Servicer in no event later Exhibit S. An assessment of compliance provided by a Subcontractor pursuant to Section 3.21(iii) need not address any elements of the Relevant Servicing Criteria other than March 10th of such yearthose specified by the Servicer pursuant to Section 3.02. The Servicer acknowledges that the Depositor may rely on the certification provided by the Servicer pursuant clause (iv) above in signing the Certification and filing such with the Commission. The Depositor will not request delivery of a certification under clause (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each of the Trustee and the Credit Risk Manager shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N O hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." such party. Notwithstanding the foregoing, as to any Custodiantrustee, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure Each of the Master Servicer to timely comply with Servicer, the Trustee and the Credit Risk Manager shall indemnify and hold harmless the Depositor and their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the obligations of such Indemnifying Party under this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary3.21.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Fremont Home Loan Trust 2006-3), Pooling and Servicing Agreement (Fremont Home Loan Trust 2006-3)
Assessments of Compliance and Attestation Reports. On Pursuant to Rules 13a-18 and after January 1, 200615d-18 of the Exchange Act and Item 1123 of Regulation AB, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 20072008 (and no later than April 15 of any calendar year in which the Trust Fund is no longer subject to the Exchange Act reporting requirements), a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year year. The Assessment of Compliance must be as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of set forth in Regulation AB, which as the Assessment of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit O hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC O hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementMaster Servicer. On or before February 28 of each calendar year beginning in 20072008 (and no later than April 15 of any calendar year in which the Trust Fund is no longer subject to the Exchange Act reporting requirements), the Master Servicer shall furnish to the Trustee and the 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 Master ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicerSub-Servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit O hereto which are indicated as applicable to any “primary servicer” to the extent they are applicable to such Sub-servicer. Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The On or before March 15th of each calendar year (unless a Form 15 Suspension Notice shall have been filed), the Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N O hereto which are indicated as applicable to the "“trustee" or "securities administrator." In addition, the ” The Trustee shall cause any subcontractor determined to be “participating in the Custodian servicing function” within the meaning of Item 1122 of Regulation AB to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, Report as and when provided above, which shall at a minimum address each of . For as long as the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable Depositor is subject to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K Exchange Act reporting with respect to the Trust Fund. Failure of , the Trustee shall notify the Depositor and the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event within three (3) Business Days of Default, automatically, without notice and without the related Distribution Date (i) of any cure period, and legal proceedings pending against the Trustee may, of the type described in addition to whatever rights Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Trustee may have under this Agreement and shall become (but only to the extent not previously disclosed) at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations any time an affiliate of any of the Master Servicer under this Agreement and in and to parties listed on Exhibit Q hereto, together with a description thereof. Should the Mortgage Loans serviced by it and identification of any of the proceeds thereof without compensating parties set forth on Exhibit Q change, the Master Servicer for Depositor shall promptly notify the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryTrustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (PHHMC Series 2007-6 Trust), Pooling and Servicing Agreement (PHHMC Series 2007-5 Trust)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, the Servicer shall deliver to the Trustee on or before March 15th of each calendar year (or March 24th of any calendar year in which as of the date hereofa Form 10-K will not be filed) beginning in 2007, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains applicable Servicing Criteria (as set forth in Exhibit S) during the preceding calendar year. The Assessment of Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria Criteria, which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer. On or before March 15th of each calendar year (or March 24th of any calendar year in which a Form 10-K will not be filed) beginning in 2007, that are backed by the same asset type as Servicer shall furnish to the Mortgage Loans. Such Trustee a report at of a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit CC hereto delivered registered public accounting firm reasonably acceptable to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "“Attestation Report"”). Such Attestation Report shall be in accordance with Rules 1 02(a)(3) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b2-02(g) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by S-X under the Public Company Accounting Oversight BoardSecurities Act and the Exchange Act. The Master Servicer shall cause and any subservicerSub-Servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, Report as and when provided above. Such Assessment of Compliance, which as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Sub-Servicer. Notwithstanding the foregoing, as to any Custodian, subcontractor determined by the Servicer to be “participating in the servicing function,” an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Servicer cannot deliver any Assessment of Compliance or Attestation Report by March 15th of such year (or March 24th of any calendar year in which a Form 10-K will not be filed), the Depositor may permit a cure period for the Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 25th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 3.21 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, give notice to Noteholders that they have ten Business Days to object. If no such objection is received, the Indenture Trustee shall immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. Each of the Trustee and the Credit Risk Manager shall also provide an Assessment of Compliance (with respect to items (a) - (d) but not (e) above) and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit S hereto which are indicated as applicable to the “trustee”. Notwithstanding the foregoing, as to any trustee, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Each of the Servicer, the Trustee and the Credit Risk Manager shall indemnify and hold harmless the Depositor and the Trustee, as applicable and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Servicer’s, the Trustee’s or the Credit Risk Manager’s obligations, as applicable, under this Section 3.21.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Wf2), Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Wf1)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master (a) The Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit C hereto). The Master Servicer shall deliver to the Trustee and the Depositor Trust Administrator on or before February 28 March 1st of each calendar year beginning in 2007, the following:
(i) a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a . Such report shall be signed by an authorized officer of the related Servicer that contains the following:
(a) A statement by such officer Servicer, and shall address each of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerset forth in Exhibit C hereto;
(bii) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer;
a report (can "Attestation Report") An assessment by such officer of the Master 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 Master 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 reasonably acceptable to the Master Servicer's Assessment Depositor that attests to, and reports on, the assessment of Compliance for compliance made by the period consisting of Servicer and delivered pursuant to the preceding calendar yearparagraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and
(eiii) A cause each Sub-Servicer, and each subcontractor determined by the Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver an Assessment of Compliance and Attestation Report as and when provided in paragraphs (i) and (ii) of this Section 3.21(a).
(iv) a statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On .
(b) The Servicer shall, or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, Sub-Servicer and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation ABAB to, to deliver to the Trustee Trust Administrator and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit C hereto which are indicated as applicable to any "primary servicer." Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 1st of such year, the TrusteeTrust Administrator, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 15th of such year. Failure of the Servicer to timely comply with this Section 3.21 shall be deemed a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Event of Default, the Trustee at the direction of the Depositor may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the 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; provided, however, the Depositor shall not be entitled to instruct the Trustee to terminate the rights and obligations of the Servicer pursuant to clause (iii) above if a failure of the Servicer to identify a subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such subcontractor with respect to mortgage loans other than the Mortgage Loans. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee Trust Administrator shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to the "trustee" or "securities trust administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe1, Asset-Backed Pass-Through Certificates, Series 2006-Wfhe1), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Wfhe1, Asset-Backed Pass-Through Certificates, Series 2006-Wfhe1)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation AB, the Master Servicer shall deliver to the Trustee and the Depositor theTrustee on or before February 28 of each calendar year beginning in 2007, a report regarding the Master Servicer's assessment of compliance (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Servicing Criteria during the preceding calendar year year. The Assessment of Compliance must be reasonably satisfactory to the Trustee, and as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of set forth in Regulation AB, which as the Assessment of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC N hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementMaster Servicer. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master ServicerDepositor, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to any "primary servicer." Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Impac Secured Assets Corp), Pooling and Servicing Agreement (Impac Secured Assets Corp)
Assessments of Compliance and Attestation Reports. On and after January 1By March 15th of each year, 2006commencing in March 2008, the Servicer, the Master Servicer Servicer, the Securities Administrator and the Custodian, each at its own expense, shall service furnish or otherwise make available, and administer the related Mortgage Loans in accordance with all applicable requirements of the each such party shall cause any Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to furnish, each at its own expense, to the Trustee Securities Administrator and the Depositor on or before February 28 of each calendar year beginning in 2007Depositor, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 3.13(a)(iv), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Notwithstanding the foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver any assessments until March 31st in any year following the year in which the Servicer receives notification that the Form 15 for the Trust has been filed, however, notwithstanding anything herein to the contrary, no Subcontractor will be required to deliver any assessments in any such given year in which the Form 10-K is not required to be filed. No later than the end of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer's Assessment Servicer and the Custodian shall each forward to the Securities Administrator and the Depositor the name of Compliance for each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the period consisting report on assessment of compliance prepared by such Servicing Function Participant (provided, however, that the preceding calendar year; and
(e) A statement Master Servicer need not provide such information to the Securities Administrator so long as to which of the Servicing Criteria, if any, Master Servicer and the Securities Administrator are not applicable to the same Person). When the Master Servicer, which statement the Custodian and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator, such parties will also at such time include the assessment and attestation pursuant to Section 3.10 of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall be based on review each such report and, if applicable, consult with the activities it performs with respect to asset-backed securities transactions taken as a whole involving Servicer, the Master Servicer, the Securities Administrator, the Custodian and any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by any such party, and (ii) the Securities Administrator shall confirm that are backed by the same asset type assessments, taken as the Mortgage Loans. Such report at a minimum shall whole, address each all of the Servicing Criteria specified and taken individually address the Relevant Servicing Criteria for each party as set forth on a certification substantially in Exhibit M and notify the form Depositor of Exhibit CC hereto delivered any exceptions. The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Trustee Securities Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Securities Administrator, the Custodian, or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the Depositor concurrently with the execution terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.10, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. On or before February 28 By March 15th of each calendar year beginning year, commencing in 2007March 2008, the Servicer, the Master Servicer shall furnish to Servicer, the Trustee Securities Administrator and the Depositor a report (an "Attestation Report") Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm that attests to(which may also render other services to the Servicer, and reports on, the Assessment of Compliance made by the Master Servicer, the Securities Administrator, the Custodian or such other Servicing Function Participants, as required by Rules 13a-18 the case may be) and 15d-18 that is a member of the Exchange Act American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and Item 1122(bthe Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of Regulation ABsuch party, which Attestation Report must be made includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Notwithstanding the foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver or cause the delivery of such reports until March 31st in any year following the year in which the Servicer receives notification that the Form 15 for the Trust has been filed, however, notwithstanding anything herein to the contrary, no Subcontractor will be required to deliver any report in any such given year in which the Form 10-K is not required to be filed. Promptly after receipt of each such assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to this Section 3.10 is coupled with an attestation meeting the requirements of this Section 3.10 and notify the Depositor of any exceptions. The Master Servicer shall cause any subservicer, and include each subcontractor determined such attestation furnished to it by the Master Servicer with its own attestation to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver submitted to the Trustee and Securities Administrator pursuant to this Section. In the Depositor an assessment of compliance and accountants' attestation. If event the Servicer, the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such yearServicer, the TrusteeSecurities Administrator, at the Custodian, or any Servicing Function Participant engaged by any such party, is terminated, assigns its sole optionrights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable Custodial Agreement or sub-servicing agreement, as the case may permit be, such party shall cause a cure period for the Master Servicer registered public accounting firm to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable attestation pursuant to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default3.10, automaticallyor such other applicable agreement, without notice and without notwithstanding any cure periodsuch termination, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law assignment or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryresignation.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Renaissance Home Equity Loan Trust 2007-3), Pooling and Servicing Agreement (Renaissance Home Equity Loan Trust 2007-3)
Assessments of Compliance and Attestation Reports. On and after January 1(a) By March 15 of each year, 2006commencing in March 2007, the Master Servicer Servicer, at its own expense, shall service furnish, and administer the related Mortgage Loans in accordance with all applicable requirements of the shall cause any Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to furnish, each at its own expense, to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007Master Servicer, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 5.06(d), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment Relevant Servicing Criteria as of Compliance and for such period. Notwithstanding the period consisting foregoing, neither Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver any assessments until March 31st in any given year so long as it has not received written confirmation from the Depositor that a Form 10-K is required to be filed in respect of the Trust for the preceding calendar year; andprovided however that, notwithstanding the foregoing, no Subcontractor will be required to deliver any assessments in any given year in which the Form 10-K is not required to be filed.
(eb) A statement By March 15 of each year, commencing in March 2007, the Servicer, at its own expense, shall cause, and the Servicer shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer or such other Servicing Function Participants, as to which the case may be) and that is a member of the Servicing Criteria, if any, are not applicable American Institute of Certified Public Accountants to furnish a report to the Master Servicer, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which statement shall be based includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed basis of an examination conducted 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting such firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicerPCAOB, and each subcontractor determined by it is expressing an opinion as to whether such party’s compliance with the Master Servicer to be "participating Relevant Servicing Criteria was fairly stated in the servicing function" within the meaning of Item 1122 of Regulation ABall material respects, to deliver to the Trustee and the Depositor or it cannot express an overall opinion regarding such party’s assessment of compliance and accountants' attestationwith the Relevant Servicing Criteria. If In the Master Servicer event that an overall opinion cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of be expressed, such year, the Trustee, at its sole option, may permit a cure period registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such yeargeneral use and not contain restricted use language. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, neither Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver or cause the delivery of such reports until March 31st in any given year so long as to any Custodian, an Assessment of Compliance the Servicer has received written confirmation from the Depositor that a Form 10-K is not required to be delivered unless it is filed in respect of the Trust for the preceding fiscal year provided however that, notwithstanding the foregoing, no Subcontractor will be required as part of a to deliver any reports in any given year in which the Form 10-K with respect is not required to the Trust Fund. be filed.
(c) Failure of the Master Servicer to comply timely comply with this Section 3.20 3.18 shall be deemed an the Servicer Event of DefaultDefault as to the Servicer, automatically, without notice and without any cure period, and the Trustee Master Servicer may, in addition to whatever rights the Trustee Master Servicer may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s right to reimbursement of xxxxxxxxxxxx X&X Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided for in this Agreement). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.
(d) In the event the Servicer or any Servicing Function Participant engaged by the Servicer is terminated, assigns its rights and obligations under, or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide a report on assessment of compliance with respect to the related year pursuant to this Section 3.18(d) or to such other applicable agreement, notwithstanding any such termination, assignment or resignation for the related year.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-He4), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-He4)
Assessments of Compliance and Attestation Reports. (a) On and after January 1or before March 5 of each calendar year, 2006commencing in 2007, the Servicer shall:
(i) deliver to the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance with the Relevant Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of . Such report shall be addressed to the date hereof, require a report Master Servicer and the Depositor and signed by an authorized officer of the related Servicer that contains Servicer, and shall address each of the following:
(a) A statement by such officer of its responsibility for assessing compliance with the applicable Relevant Servicing Criteria applicable to (wherein “investor” shall mean the Master Servicer;
(b) A statement ). Notwithstanding the foregoing, neither Servicer nor any Servicing Function Participant engaged by such officer the Servicer shall be required to deliver any assessments until March 31st in any given year so long as it has not received written confirmation from the Depositor that such officer used the Servicing Criteria a Form 10-K is required to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer be filed in respect of the Master Servicer's compliance with the applicable Servicing Criteria Trust 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 Master 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 Master Servicer's Assessment of Compliance for the period consisting of the preceding calendar year; andprovided however that, notwithstanding the foregoing, no Subcontractor will be required to deliver any assessments in any given year in which the Form 10-K is not required to be filed;
(eii) A statement as to which of the Servicing Criteria, if any, are not applicable deliver to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by of a registered public accounting firm that attests to, and reports on, the Assessment assessment of Compliance compliance made by the Master Servicer, as required by Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 13a-18 1-02(a)(3) and 15d-18 of the Exchange Act and Item 1122(b2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Notwithstanding the foregoing, neither Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver or cause the delivery of such reports until March 31st in any given year so long as the Servicer has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year provided however that, notwithstanding the foregoing, no Subcontractor will be required to deliver any reports in any given year in which the Form 10-K is not required to be filed; and
(iii) if required by Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master cause each Sub-Servicer shall cause any subservicer, and each subcontractor Subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation ABa Servicing Function Participant, to deliver to the Trustee Master Servicer and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, ’ attestation as and when provided above, which in subsections (a) and (b) of this Section 3.18.
(b) Each assessment of compliance provided by a Sub-Servicer pursuant to Section 3.18(a)(i) shall at a minimum address each of the applicable Relevant Servicing Criteria specified on Exhibit N hereto which are indicated as applicable (wherein “investor” shall mean the Master Servicer) delivered to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply concurrently with the execution of this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee mayAgreement or, in addition the case of a Sub-Servicer subsequently appointed as such, on or prior to whatever rights the Trustee may have under this Agreement and at law or equity or date of such appointment. An assessment of compliance provided by a Servicing Function Participant pursuant to damages, including injunctive relief and specific performance, terminate all the rights and obligations Section 3.18(a)(iii) need not address any elements of the Relevant Servicing Criteria other than those specified by the Servicer pursuant to Section 3.02. If reasonably requested by the Master Servicer, the Servicer under this Agreement and in and shall provide to the Mortgage Loans serviced by it and Master Servicer, evidence of the proceeds thereof without compensating authorization of the Master Servicer for person signing the same. This paragraph shall supercede any other provision in certificate or statement provided pursuant to Sections 3.17, 3.18 or 3.19(a) of this Agreement or any other agreement to the contraryAgreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Fm2), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Nc3)
Assessments of Compliance and Attestation Reports. On and after January 1(a) By March 15 of each year, 2006commencing in March 2007, the Master Servicer Servicer, at its own expense, shall service furnish, and administer the related Mortgage Loans in accordance with all applicable requirements of the shall cause any Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to furnish, each at its own expense, to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007Master Servicer, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 5.06(d), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Relevant Servicing Criteria as of and for such period.
(b) By March 15 of each year, commencing in March 2007, the Servicer's Assessment of Compliance for , at its own expense, shall cause, and the period consisting Servicer shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer or such other Servicing Function Participants, as the case may be) and that is a member of the preceding calendar year; and
(e) A statement as American Institute of Certified Public Accountants to which of the Servicing Criteria, if any, are not applicable furnish a report to the Master Servicer, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which statement shall be based includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed basis of an examination conducted 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting such firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicerPCAOB, and each subcontractor determined by it is expressing an opinion as to whether such party’s compliance with the Master Servicer to be "participating Relevant Servicing Criteria was fairly stated in the servicing function" within the meaning of Item 1122 of Regulation ABall material respects, to deliver to the Trustee and the Depositor or it cannot express an overall opinion regarding such party’s assessment of compliance and accountants' attestationwith the Relevant Servicing Criteria. If In the Master Servicer event that an overall opinion cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of be expressed, such year, the Trustee, at its sole option, may permit a cure period registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance general use and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administratornot contain restricted use language." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.
(c) Failure of the Master Servicer to comply timely comply with this Section 3.20 3.18 shall be deemed an a Servicer Event of DefaultDefault as to the Servicer, automatically, without notice and without any cure period, and the Trustee Master Servicer may, in addition to whatever rights the Trustee Master Servicer may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Ace Securities Corp. Home Equity Loan Trust, Series 2006-Nc1), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap1)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance (a) By March 15th (with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 no cure period) of each calendar year beginning during which a Form 10-K is required to be filed pursuant to Section 4.06 hereunder, commencing in March 2007, the Servicer, the Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator (and the Trust Administrator shall furnish or otherwise make available to the Depositor), a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 4.06, including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment Relevant Servicing Criteria as of Compliance and for such period (the period consisting “Attestation Report”). The Custodian, in its capacity as such and any Servicing Function Participant, shall deliver such assessment of compliance only for so long as the preceding calendar year; Trust is subject to the Exchange Act reporting requirements. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and
(e) A statement as to which of the Servicing Criteria, if anyapplicable, are not applicable to consult with the Servicer, the Master Servicer, which statement the Trust Administrator and the Custodian, and any Servicing Function Participant engaged by such parties, as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Trust Administrator shall be based on confirm that the activities it performs with respect to asset-backed securities transactions assessments, taken as a whole involving whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and notify the Depositor of any exceptions. The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, that are backed the Trust Administrator, the Custodian, or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution terms of this Agreement. On , or before February 28 any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.21, or the relevant section of such other applicable agreement, notwithstanding any such termination, assignment or resignation.
(b) By March 15th (with no cure period) of each calendar year beginning year, commencing in March 2007, the Servicer, the Master Servicer shall furnish to Servicer, the Trustee Trust Administrator and the Depositor a report (an "Attestation Report") Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm that attests to(which may also render other services to the Servicer, and reports on, the Assessment of Compliance made by the Master Servicer, the Trust Administrator, the Custodian, or such other Servicing Function Participants, as required by Rules 13a-18 the case may be) and 15d-18 that is a member of the Exchange Act American Institute of Certified Public Accountants to furnish an attestation report to the Trust Administrator and Item 1122(bthe Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of Regulation ABsuch party, which Attestation Report must be made includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such assessment of compliance and attestation report, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.21(a) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall cause any subservicer, and include each subcontractor determined such attestation furnished to it by the Master Servicer Servicers with its own attestation to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect submitted to the Trust FundAdministrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator, the Custodian, or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable custodial agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.21(b), or the relevant section of such other applicable agreement, notwithstanding any such termination, assignment or resignation.
(c) Failure of the Master Servicer to timely comply with this Section 3.20 3.21 shall be deemed an a Servicer Event of Default, automaticallyand upon written receipt of notice (which notice may be delivered electronically) from the Trust Administrator of such Servicer Event of Default, without notice and without any cure period, and the Trustee or the Master Servicer, as applicable, at the direction of the Depositor may, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or equity or to damagesin equity, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s rights to reimbursement of unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. Each of the Servicer, the Master Servicer, the Trust Administrator and the Custodian shall indemnify and hold harmless the Depositor, the Master Servicer and the Trust Administrator and its respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the obligations of such Indemnifying Party under this Section 3.21. The parties hereto acknowledge that the Custodian shall be required to comply with the provisions of this Section 3.21 only for so long as the Trust is subject to the Exchange Act reporting requirements. If the indemnifications provided for herein are unavailable or insufficient to hold harmless any indemnified party, then the indemnifying party 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 indemnifying party on the other. This indemnification shall survive the termination of this Agreement or the termination of the indemnifying party. Notwithstanding the foregoing, in no event shall the Custodian be liable for any consequential, indirect or punitive damages pursuant to this Section 3.21.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He4), Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He3)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master The Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit R hereto). The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 12A-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as the Servicer shall deliver to the Trustee via electronic mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx) and the Depositor prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of the date hereofeach year thereafter, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance must be reasonably satisfactory to the Depositor, and as set forth in Regulation AB, the Assessment of Compliance must contain the following:
(ai) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(bii) A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(ciii) An assessment by such officer of the Master 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(div) A statement that a registered public accounting firm has issued an attestation report on the Master Servicer's ’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(ev) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC R hereto delivered which are indicated as applicable to the Trustee Servicer. Prior to (x) March 15, 2007 and the Depositor concurrently with the execution of this Agreement. On or before February 28 (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each calendar year beginning in 2007thereafter, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 12A-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause and any subservicersub-servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit R hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the TrusteeDepositor, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 25th of such year. Failure of the Servicer to timely comply with this Section 3.18 may be deemed an Event of Default. The Trustee shall, with the consent of the Depositor, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, give notice to Certificateholders that they have ten Business Days to object. If no such objection is received, the Trustee shall immediately terminate all the 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall, prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each year thereafter, shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N R hereto which are indicated as applicable to the "“trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.”
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-E), Pooling and Servicing Agreement (IndyMac MBS Home Equity Mortgage Loan Asset Backed Trust, Series INABS 2006-D)
Assessments of Compliance and Attestation Reports. On and after January 1(i) By March 15 of each year, 2006commencing in March 2008, the Master Servicer Servicer, at its own expense, shall service furnish, and administer the related Mortgage Loans in accordance with all applicable requirements of the shall cause any Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to furnish, each at its own expense, to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007Master Servicer, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant Servicing Criteria during the preceding calendar year Criteria, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation ABspecified in Exhibit N attached hereto, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be by the Trust including, including disclosure of if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment Relevant Servicing Criteria as of Compliance and for such period. Notwithstanding the period consisting foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver any assessments until March 31st in any given year so long as it has not received written confirmation from the Depositor that a Form 10-K is required to be filed in respect of the Trust for the preceding calendar year; andprovided however that, notwithstanding the foregoing, no subcontractor will be required to deliver any assessments in any given year in which the Form 10-K is not required to be filed.
(eii) A statement By March 15 of each year, commencing in March 2008, the Servicer, at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer or such other Servicing Function Participants, as to which the case may be) and that is a member of the Servicing Criteria, if any, are not applicable American Institute of Certified Public Accountants to furnish a report to the Master Servicer, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which statement shall be based includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed basis of an examination conducted 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting such firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by it is expressing an opinion as to whether such party’s compliance with the Master Servicer to be "participating Relevant Servicing Criteria was fairly stated in the servicing function" within the meaning of Item 1122 of Regulation ABall material respects, to deliver to the Trustee and the Depositor or it cannot express an overall opinion regarding such party’s assessment of compliance and accountants' attestationwith the Relevant Servicing Criteria. If In the Master Servicer event that an overall opinion cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of be expressed, such year, the Trustee, at its sole option, may permit a cure period registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such yeargeneral use and not contain restricted use language. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver or cause the delivery of such reports until March 31st in any given year so long as to any Custodian, an Assessment of Compliance the Servicer has received written confirmation from the Depositor that a Form 10-K is not required to be delivered unless it is filed in respect of the Trust for the preceding fiscal year; provided, however, notwithstanding the foregoing, no Subcontractor will be required as part of a to deliver any reports in any given year in which the Form 10-K with respect is not required to the Trust Fund. be filed.
(iii) Failure of the Master Servicer to comply timely comply with this Section 3.20 7.05 shall be deemed an Event of DefaultDefault as to the Servicer, automatically, without notice and without any cure period, and the Trustee Master Servicer may, in addition to whatever rights the Trustee Master Servicer may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s right to reimbursement of unreimbursed Monthly Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided for in this Agreement). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.
(iv) In the event the Servicer or any Servicing Function Participant engaged by the Servicer is terminated, assigns its rights and obligations under, or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide a report on assessment of compliance with respect to the related year pursuant to this Section 7.05 or to such other applicable agreement, notwithstanding any such termination, assignment or resignation for the related year. (w) Section 7.06 to the Servicing Agreement is modified by deleting such Section in its entirety and replacing it with the following:
Appears in 2 contracts
Samples: Assignment, Assumption and Recognition Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ar3), Assignment, Assumption and Recognition Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Ar3)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006(a) Each of the Master Servicer, the Master Servicer Securities Administrator and the Custodian, each at its own expense, shall service deliver, and administer the related Mortgage Loans in accordance with all applicable requirements of the shall cause each Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to deliver, or otherwise make available to the Trustee Depositor and the Depositor Securities Administrator on or before February 28 March 15th of each calendar year beginning in 2007, a report regarding such party's assessment of compliance with the Relevant Servicing Criteria (each, together with such similar report delivered by each Servicer as described in Section 3.21(c), an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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), which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(ai) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bii) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (ciii) An such party's assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 3.22(c), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such period, which assessment shall be based on failure and the activities it performs with respect to asset-backed securities transactions taken as nature and status thereof and (iv) a whole involving the Master 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 such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than February 1 of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer's Assessment , the Securities Administrator and the Custodian shall each forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Securities Administrator and the Custodian (or any Servicing Function Participant engaged by them) submit their assessments to the Securities Administrator and the Depositor, such parties will also at such time include the assessment (and attestation pursuant to Section 3.21(b)) of each Servicing Function Participant engaged by it. Promptly after receipt of such Assessments of Compliance, the Securities Administrator shall confirm that the Assessments of Compliance, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit Q and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such Assessments of Compliance until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the period consisting of the preceding calendar year; and. The Custodian and any Servicing Function Participant engaged by it shall not be required to deliver or cause the delivery of such Assessments of Compliance in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year.
(eb) A statement as to which Each of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee Securities Administrator and the Depositor concurrently with the execution of this Agreement. On Custodian, each at its own expense, shall cause, and shall cause each Servicing Function Participant engaged by it to cause, on or before February 28 March 15th of each calendar year beginning in 2007, a registered public accounting firm (which may also render other services to the Master Servicer shall Servicer, the Securities Administrator, the Custodian or such other Servicing Function Participants, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish to the Trustee and the Depositor a report (each, together with such similar report delivered by each Servicer as described in Section 3.21(c), an "Attestation Report") by to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a registered public accounting firm representation regarding certain matters from the management of such party, which includes an assertion that attests tosuch party has complied with the Relevant Servicing Criteria, and reports on, (ii) on the Assessment basis of Compliance made an examination conducted by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such Attestation Report why it was unable to express such an opinion. Each such related Attestation Report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of the Commission's Regulation S-X. Such Attestation Reports must be available for general use and not contain restricted use language. If requested by the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's registration statement on Form S-3 relating to the Offered Certificates and the Form 10-K for the Trust. Promptly after receipt of such Attestation Reports, the Securities Administrator shall confirm that each Assessment of Compliance is coupled with a related Attestation Report and shall notify the Depositor of any exceptions. The Master Servicer shall cause any subservicer, and include each subcontractor determined such Attestation Report furnished to it by the Servicers with its own Attestation Report to be submitted to the Securities Administrator pursuant to this Section 3.21. None of the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such Attestation Reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year. The Custodian and any Servicing Function Participant engaged by it shall not be required to deliver or cause the delivery of such Attestation Report in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year.
(c) The Master Servicer shall enforce any obligation of each Servicer, to be "participating the extent set forth in the servicing function" within the meaning of Item 1122 of Regulation ABrelated Servicing Agreement, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and related Attestation ReportReport within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include such Assessments of Compliance and when provided above, which shall at a minimum address each Attestation Reports of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Servicers with its own Assessment of Compliance and related Attestation ReportReport to be submitted pursuant to this Section 3.21.
(d) In the event the Master Servicer, as the Custodian or the Securities Administrator is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and when provided above, which each such party shall at a minimum address each of the cause any Servicing Criteria specified on Exhibit N hereto which are indicated as applicable Function Participant engaged by it to a "custodian." Notwithstanding the foregoing, as to any Custodianprovide, an Assessment of Compliance is not pursuant to this Section 3.21, coupled with an Attestation Report as required to be delivered unless it is required as part of a Form 10-K in this Section 3.21 with respect to the Trust Fund. Failure period of time that the Master Servicer or the Securities Administrator was subject to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryAgreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement, Pooling and Servicing Agreement (Banc of America Funding 2006-6 Trust)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 March 15th of each calendar year beginning in 20072008, a report regarding the Servicer’s assessment of compliance (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the applicable Servicing Criteria (as set forth in Exhibit R) during the preceding calendar year as required by Rules 13a-18 and 15d-18 year. The Assessment of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;; and
(d) A statement that a registered public accounting firm has issued an attestation report on the Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC R hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementServicer. On or before February 28 March 15th of each calendar year beginning in 20072008, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause and any subservicerSub-Servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall address each of the Servicing Criteria applicable to the Sub-Servicer. Notwithstanding the foregoing, as to any subcontractor determined by the Servicer to be “participating in the servicing function,” an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the Trustee, at its sole optionDepositor, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 25th of such year. Any failure by the Servicer (or any Sub-Servicer or subcontractor determined by the Servicer to be “participating in the servicing function”) to deliver any information, report, certification or accountants’ letter when and as required under this Section 3.21, which information, report, certification or accountants’ letter is required as part of a Form 10-K with respect to the Trust Fund, including (except as provided below) any failure by the Servicer to identify any subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, shall constitute a Servicer Event of Termination, and the Trustee may (at the direction of the Depositor) terminate the rights and obligations of the Servicer under this Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer (other than the Servicer’s rights to reimbursement of unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement); provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of the Servicer as servicer, such provision shall be given effect. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N R hereto which are indicated as applicable to the "“trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." ”. Notwithstanding the foregoing, as to any Custodiantrustee, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure Each of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee mayshall indemnify and hold harmless the Depositor and the Trustee, in addition to whatever rights as applicable and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Trustee may have Servicer’s or the Trustee’s obligations, as applicable, under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrarySection 3.21.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Opt3), Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Opt2)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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 1122(a) of Regulation AB, which as the Master Servicer shall deliver to the Trustee via e-mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx) and shall deliver (or otherwise make available) to the Certificate Insurer on or before March 22nd of the date hereofeach calendar year beginning in 2008, require a report by regarding the Master Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains applicable Servicing Criteria (as set forth in Exhibit N) during the preceding calendar year. The Assessment of Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC N hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementMaster Servicer. On or before February 28 March 22nd of each calendar year beginning in 20072008, the Master Servicer shall furnish to the Trustee and the Depositor Certificate Insurer a report (an "“Attestation Report"”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, Sub-Servicer and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such yearTrustee, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee Certificate Insurer and the Depositor an Assessment of Compliance and Attestation Report, Report as and when provided above. Such Assessment of Compliance, which as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." the Sub-Servicer. Notwithstanding the foregoing, as to any Custodian, subcontractor determined by the Master Servicer to be “participating in the servicing function,” an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, give notice to Certificateholders that they have ten Business Days to object. If no such objection is received, the Trustee shall immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide an Assessment of Compliance (with respect to items (a) - (d) but not (e) above) and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the “trustee”. Notwithstanding the foregoing, as to any trustee, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Impac Secured Assets Trust 2007-3), Pooling and Servicing Agreement (Impac Secured Assets Trust 2007-3)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master The Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit R hereto). The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as the Servicer shall deliver to the Certificate Insurer and the Trustee via electronic mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx) and the Depositor prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of the date hereofeach year thereafter, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance must be reasonably satisfactory to the Depositor, and as set forth in Regulation AB, the Assessment of Compliance must contain the following:
(ai) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(bii) A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(ciii) An assessment by such officer of the Master 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(div) A statement that a registered public accounting firm has issued an attestation report on the Master Servicer's ’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(ev) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC R hereto delivered which are indicated as applicable to the Trustee Servicer. Prior to (x) March 15, 2007 and the Depositor concurrently with the execution of this Agreement. On or before February 28 (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each calendar year beginning in 2007thereafter, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause and any subservicersub-servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit R hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the TrusteeDepositor, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 25th of such year. Failure of the Servicer to timely comply with this Section 3.18 may be deemed an Event of Default. The Trustee shall, with the consent of the Depositor, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, give notice to Certificateholders that they have ten Business Days to object. If no such objection is received, the Trustee shall immediately terminate all the 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall, prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each year thereafter, shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N R hereto which are indicated as applicable to the "“trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.”
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Home Equity Mortgage Loan Asset-Backed Trust, Series Inds 2006-3), Pooling and Servicing Agreement (IndyMac Home Equity Loan Asset-Backed Trust, Series INDS 2006-2b)
Assessments of Compliance and Attestation Reports. (A) On or before March 1 of each calendar year, commencing in 2007, the Servicer shall:
(i) deliver to the Trust Administrator and after January 1, 2006the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance"Trust Administrator) reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance with the Relevant Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of . Such report shall be addressed to the date hereof, require a report Master Servicer and the Depositor and signed by an authorized officer of the related Servicer that contains and shall address each of the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable specified substantially on Exhibit S hereto (or those Servicing Criteria otherwise mutually agreed to by the Depositor, the Master ServicerServicer and the Servicer in response to evolving interpretations of Regulation AB;
(bii) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable deliver to the Master Servicer;
(c) An assessment by such officer of Trust Administrator and the Master Servicer's compliance with the applicable Servicing Criteria for the period consisting Servicer a report 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 Master 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 Master 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 reasonably acceptable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee Depositor and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting firm Trust Administrator that attests to, and reports on, the Assessment assessment of Compliance the compliance made by the Master Servicer, as required by Servicer and delivered pursuant to the .preceding paragraph. Such attestation shall be in accordance with Rules 13a-18 1-02(a)(3) and 15d-18 of the Exchange Act and Item 1122(b2-02(g) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by S-X under the Public Company Accounting Oversight Board. The Master Securities Act and the Exchange Act;
(iii) cause each Sub-Servicer shall cause any subservicer, and each subcontractor Subcontractor, determined by the Master Servicer pursuant to Section 4.24(b) to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee Trust Administrator, the Master Servicer and the Depositor an assessment of compliance and accountants' attestation. If ’ attestation as and when provided in paragraphs (i) and (ii) of this Section 3.21; and
(iv) pursuant to Section 4.05(a)(iv), deliver, and cause each Sub-Servicer and each Subcontractor to deliver to the Master Servicer cana certification in the form attached hereto as Exhibit N-2. Each assessment of compliance provided by a Sub-Servicer pursuant to Section 3.21(iii) shall address each of the Relevant Servicing Criteria applicable to the Servicer in Exhibit S. An assessment of compliance provided by a Subcontractor pursuant to Section 3.21(iii) need not deliver address any elements of the related Assessment of Compliance or Attestation Report Relevant Servicing Criteria other than those specified by February 28th of such year, the Trustee, at its sole option, may permit a cure period for Servicer pursuant to Section 3.02. The Servicer acknowledges that the Master Servicer may rely on the certification provided by the Servicer pursuant clause (iv) above in signing the Certification and filing such with the Commission. Neither the Master Servicer nor the Depositor will request delivery of a certification under clause (iv) above unless the Depositor is required under the Exchange Act to deliver file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Mortgage Loans. Each of the Master Servicer, the Trust Administrator and each Custodian shall also provide, and each such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The party and the Trustee shall also cause any Sub-servicer or Subcontractor engaged by it to provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N O hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." such party. Notwithstanding the foregoing, as to any Custodiantrustee, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure Each of the Servicer, the Master Servicer, the Trustee (in its capacity as Custodian) and the Trust Administrator shall indemnify and hold harmless the Depositor, the Master Servicer to timely comply with and the Trust Administrator and their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the obligations of such Indemnifying Party under this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary3.21.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-2), Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-3)
Assessments of Compliance and Attestation Reports. On and after January 1(a) By March 15 of each year, 2006commencing in March 2007, the Master Servicer Servicer, at its own expense, shall service furnish, and administer the related Mortgage Loans in accordance with all applicable requirements of the shall cause any Servicing Criteria. The Master Servicer shall deliver Function Participant (including any Subcontractor, but only to the Trustee and extent a Form 10-K is required to be filed with the Depositor on or before February 28 of Commission pursuant to this Agreement in such year) engaged by it to furnish, each calendar year beginning in 2007at its own expense, to the Master Servicer, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 5.06(d), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment Relevant Servicing Criteria as of Compliance and for such period. Notwithstanding the period consisting foregoing, the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver any assessments until March 31st in any given year so long as it has not received written confirmation from the Depositor that a Form 10-K is required to be filed in respect of the Trust for the preceding calendar year; and.
(eb) A statement By March 15 of each year, commencing in March 2007, the Servicer, at its own expense, shall cause, and the Servicer shall cause any Servicing Function Participant (including any Subcontractor, but only to the extent a Form 10-K is required to be filed with the Commission pursuant to this Agreement in such year) engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer or such other Servicing Function Participants, as to which the case may be) and that is a member of the Servicing Criteria, if any, are not applicable American Institute of Certified Public Accountants to furnish a report to the Master Servicer, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which statement shall be based includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed basis of an examination conducted 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting such firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicerPCAOB, and each subcontractor determined by it is expressing an opinion as to whether such party’s compliance with the Master Servicer to be "participating Relevant Servicing Criteria was fairly stated in the servicing function" within the meaning of Item 1122 of Regulation ABall material respects, to deliver to the Trustee and the Depositor or it cannot express an overall opinion regarding such party’s assessment of compliance and accountants' attestationwith the Relevant Servicing Criteria. If In the Master Servicer event that an overall opinion cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of be expressed, such year, the Trustee, at its sole option, may permit a cure period registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such yeargeneral use and not contain restricted use language. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to the Servicer nor any Custodian, an Assessment of Compliance is not Servicing Function Participant engaged by the Servicer shall be required to be delivered unless it is required deliver or cause the delivery of such reports until March 31st in any given year so long as part of the Servicer has not received written confirmation from the Depositor that a Form 10-K with is required to be filed in respect to of the Trust Fund. for the preceding fiscal year.
(c) Failure of the Master Servicer to comply timely comply with this Section 3.20 3.18 shall be deemed an a Servicer Event of DefaultDefault as to the Servicer, automatically, without notice and without any cure period, and the Trustee Master Servicer may, in addition to whatever rights the Trustee Master Servicer may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s right to reimbursement of xxxxxxxxxxxx X&X Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided for in this Agreement). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asl1), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap2)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, each of the Master Servicer and the Trustee shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit [__]). The Master Each of the Servicer and the Trustee shall deliver to the Trustee and Depositor (and, in the Depositor case of the Servicer, the Trustee) on or before February 28 March 15th of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee Depositor regarding the Master Servicer's and Trustee'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, which as of the date hereof, require a report by an authorized officer of the related Servicer or the Trustee that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master ServicerServicer or the Trustee;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master ServicerServicer or the Trustee;
(c) An assessment by such officer of the Master Servicer's or Trustee'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 Master ServicerServicer or the Trustee, as applicable, 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 Master Servicer's or Trustee'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 Master ServicerServicer or Trustee, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master ServicerServicer or Trustee, 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 CC [___] hereto delivered to the Trustee and Depositor (and, in the Depositor case of the Servicer, the Trustee) concurrently with the execution of this Agreement. On or before February 28 March 15th of each calendar year beginning in 2007, each of the Master Servicer and the Trustee shall furnish to the Trustee and Depositor (and, in the Depositor case of the Servicer, the Trustee) a report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master ServicerServicer or the Trustee, as applicable, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Each of the Servicer and the Trustee shall cause any subservicerservicer, and each subcontractor determined by the Master Servicer or the Trustee, as applicable, to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and Depositor (and, in the Depositor case of the Servicer, the Trustee) an assessment of compliance and accountants' attestation. If the Master Servicer or the Trustee cannot deliver the related Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the TrusteeDepositor, at its sole option, may permit a cure period for the Master Servicer or the Trustee, as applicable, to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 30th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 3.21 shall be deemed an a Servicer Event of DefaultTermination, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation AB, the Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 _____________ of each calendar year beginning in 2007, a report regarding the Master Servicer's assessment of compliance (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Servicing Criteria during the preceding calendar year year. The Assessment of Compliance must be reasonably satisfactory to the Trustee, and as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of set forth in Regulation AB, which as the Assessment of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit L hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC L hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementMaster Servicer. On or before February 28 _____________ of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master ServicerDepositor, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit L hereto which are indicated as applicable to any "primary servicer." Notwithstanding the foregoing, as to any subcontractor, an 57 Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th ______________ of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Master Servicer to timely comply with this Section 3.14 shall be deemed an Event of Default, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N L hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N L hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (MortgageIT Securities Corp.), Pooling and Servicing Agreement (MortgageIT Securities Corp.)
Assessments of Compliance and Attestation Reports. On and after January 1(a) By March 15 of each year, 2006commencing in March 2007, the related Servicer, the Master Servicer and the Securities Administrator, each at its own expense and pursuant to Item 1122(a) of Regulation AB, shall service furnish or otherwise make available, and administer the related Mortgage Loans shall cause any Servicing Function Participant engaged by it to furnish, which in accordance with all applicable requirements each case shall not be an expense of the Servicing Criteria. The Master Servicer shall deliver Trust Fund, to the Trustee Securities Administrator and the Depositor on or before February 28 of each calendar year beginning in 2007Depositor, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding prior calendar year, including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment of Compliance Relevant Servicing Criteria for the period consisting of the preceding prior calendar year; and.
(eb) A statement No later than the end of each calendar year, the related Servicer and the Master Servicer shall forward to the Securities Administrator and the Depositor, the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securities Administrator are the same entity. When the related Servicer and the Master Servicer (or any Servicing Function Participant engaged by them) submit their assessments to which the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to paragraph (c) below) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Servicing CriteriaDepositor shall review each such report and, if anyapplicable, are not applicable to consult with the related Servicer, the Master Servicer, which statement the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall be based on confirm that the activities it performs with respect to asset-backed securities transactions assessments, taken as a whole involving the Master Servicerwhole, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each all of the Servicing Criteria specified and taken individually address the Relevant Servicing Criteria for each party as set forth on a certification substantially Exhibit L and on any similar exhibit set forth in the form Servicing Agreement in respect of Exhibit CC hereto delivered Wachovia, and notify the Depositor of any exceptions. In the event a Servicing Function Participant is terminated, assigns its rights and obligations under, or resigns pursuant to the Trustee and the Depositor concurrently with the execution terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, or cause a Servicing Function Participant engaged by it to provide, a report on assessment of compliance pursuant to this Section 3.14 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be. On or before February 28 The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section.
(c) By March 15 of each calendar year beginning year, commencing in March 2007, the related Servicer, the Master Servicer shall furnish to the Trustee and the Depositor a report (Securities Administrator, each at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by such party to cause, which in each case shall not be an "Attestation Report") by expense of the trust, a registered public accounting firm (which may also render other services to such Servicing Function Participants) and that attests tois a member of the American Institute of Certified Public Accountants to furnish a report to the Master Servicer and Securities Administrator to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and reports on, (ii) on the Assessment basis of Compliance made an examination conducted by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight BoardPCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from a Servicing Function Participant, the Securities Administrator shall confirm that each assessment submitted pursuant to paragraph (a) above is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall cause any subservicer, and include each subcontractor determined by the Master Servicer such attestation with its own attestation to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver submitted to the Trustee Securities Administrator pursuant to this Section. In the event any Servicing Function Participant is terminated, assigns its rights and duties under, or resigns pursuant to the Depositor an assessment terms of compliance and accountants' attestation. If this Agreement, or any other applicable agreement, as the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of case may be, such year, the Trustee, at its sole option, may permit party shall cause a cure period for the Master Servicer registered public accounting firm to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable attestation pursuant to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K this Section 3.14 with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, as the case may be.
(i) For so long as the Trust Fund. Failure Fund is subject to Exchange Act reporting requirements, failure of the Master related Servicer to comply timely comply with this Section 3.20 3.14 shall be deemed an Event of Defaulta Servicer Default as to such Servicer, automatically, without notice and without any cure period, and the Master Servicer shall notify the Trustee and the Trustee may, in addition to whatever rights the Trustee Master Servicer or the Trustee, as applicable, may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master such Servicer under this Agreement and in and to the related Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. The Trustee shall so terminate the defaulting Servicer by delivery of notice thereof via first class mail, facsimile or electronic mail. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.
(ii) After the Trust Fund ceases to be subject to Exchange Act reporting requirements, failure of the related Servicer to comply timely with this Section 3.14 shall be deemed a Servicer Default as provided for in Section 8.01(a)(ix). The Trustee may terminate the defaulting Servicer by delivery of notice thereof via first class mail, facsimile or electronic mail.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2006-Ar4), Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2006-Ar3)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master each Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Each Servicer shall deliver to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master related 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master related Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master related Servicer;
(c) An assessment by such officer of the Master related 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 Master related 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 Master related 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 Master related Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master related 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master each Servicer shall furnish to the Trustee and the 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 Master related Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Each Servicer shall cause any subservicerservicer, and each subcontractor determined by the Master related Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master a Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master related Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part Failure of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 3.17 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master related Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master such Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Acceptance Corp), Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Assessments of Compliance and Attestation Reports. On and after January 1(a) By March 15th of each calendar year, 2006commencing in March 2008, the Servicers, the Master Servicer Servicer, the Trust Administrator and the Custodian (as set forth in the Custodial Agreement), each at its own expense, shall service furnish or otherwise make available, and administer the related Mortgage Loans in accordance with all applicable requirements of the each such party shall cause any Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to furnish, each at its own expense, to the Trustee Trust Administrator (and the Depositor on Trust Administrator shall furnish or before February 28 of each calendar year beginning in 2007otherwise make available to the Depositor), a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 4.06, including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment Relevant Servicing Criteria as of Compliance and for such period (the period consisting “Attestation Report”). Promptly after receipt of each such report on assessment of compliance, (i) the preceding calendar year; Depositor shall review each such report and
(e) A statement as to which of the Servicing Criteria, if anyapplicable, are not applicable to consult with the related Servicer, the Master Servicer, which statement the Trust Administrator, the Custodian (as set forth in the Custodial Agreement) and any Servicing Function Participant engaged by such parties, as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Trust Administrator shall be based on confirm that the activities it performs with respect to asset-backed securities transactions assessments, taken as a whole involving whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit C and notify the Depositor of any exceptions. The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event a Servicer, the Master Servicer, that are backed the Trust Administrator, the Custodian, or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution terms of this Agreement. On , such party shall provide a report on assessment of compliance pursuant to this Section 3.21, notwithstanding any such termination, assignment or before February 28 resignation.
(b) By March 15th of each calendar year beginning year, commencing in 2007March 2008, the Servicers, the Master Servicer shall furnish to Servicer, the Trustee Trust Administrator and the Depositor a report Custodian (an "Attestation Report") as set forth in the Custodial Agreement), each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm that attests to(which may also render other services to the Servicers, and reports on, the Assessment of Compliance made by the Master Servicer, the Trust Administrator, the Custodian, or such other Servicing Function Participants, as required by Rules 13a-18 the case may be) and 15d-18 that is a member of the Exchange Act American Institute of Certified Public Accountants to furnish an attestation report to the Trust Administrator and Item 1122(bthe Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of Regulation ABsuch party, which Attestation Report must be made includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such assessment of compliance and attestation report, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.21(a) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall cause any subservicer, and include each subcontractor determined such attestation furnished to it by the Master Servicer Servicers with its own attestation to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect submitted to the Trust FundAdministrator pursuant to this Section. In the event a Servicer, the Master Servicer, the Trust Administrator, the Custodian, or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable custodial agreement, Servicing Agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.21(b), notwithstanding any such termination, assignment or resignation.
(c) Failure of the Master Servicer Servicers to timely comply with this Section 3.20 3.21 shall be deemed an a Servicer Event of Default, automaticallyand upon written receipt of notice (which notice may be delivered electronically) from the Master Servicer of such Servicer Event of Default, without notice and without any cure period, and the Trustee or the Master Servicer, as applicable, at the direction of the Depositor may, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or equity or to damagesin equity, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a) all the rights and obligations of the Master such Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master such Servicer for the same; provided, however, the Depositor shall not be entitled to instruct the Trustee to terminate the rights and obligations of a Servicer pursuant to the above if a failure of such Servicer to identify a subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such subcontractor with respect to mortgage loans other than the Mortgage Loans (other than such Servicer’s rights to reimbursement of uxxxxxxxxxxx X&X Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. Each of the Servicers, the Master Servicer and the Trust Administrator shall severally, but not jointly, indemnify and hold harmless the Depositor, the Master Servicer and the Trust Administrator and its respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based solely and directly upon a breach of the obligations of such indemnifying party under this Section 3.21. If the indemnifications provided for herein are unavailable or insufficient to hold harmless any indemnified party, then the indemnifying party 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 indemnifying party on the other. This indemnification shall survive the termination of this Agreement or the termination of the indemnifying party.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Amc2), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Amc2)
Assessments of Compliance and Attestation Reports. On and after January 1(i) By [ ] (with a 5 calendar day cure period) of each year, 2006commencing in [ ], the Master Servicer Servicer, the Securities Administrator, any Additional Servicer, and the Custodian, each at its own expense, shall service furnish, and administer the related Mortgage Loans in accordance with all applicable requirements of the each such party shall cause any Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to furnish, each at its own expense, to the Trustee Securities Administrator and the Depositor on or before February 28 of each calendar year beginning in 2007Depositor, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant Servicing Criteria during the preceding calendar year as required by Rules 13a-18 and 15d-18 (an “Assessment of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a report by an authorized officer of the related Servicer Compliance”) that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 3.18, including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period.
(ii) No later than the end of each fiscal year for the Trust Fund for which a Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant. When the Master Servicer's , the Custodian and the Securities Administrator (or any Servicing Function Participant engaged by them) submit their Assessments of Compliance to the Securities Administrator, such parties will also at such time include the Assessment of Compliance for the period consisting (and Accountant’s Attestation pursuant to Section 3.18(b)(i)) of the preceding calendar year; andeach Servicing Function Participant engaged by it.
(eiii) A statement Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Securities Administrator, the Custodian, any Additional Servicer and any Servicing Function Participant engaged by such parties as to which the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (B) the Securities Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing CriteriaCriteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit W and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions.
(iv) The Master Servicer shall enforce any obligation of the Servicer, if anyto the extent set forth in the Servicing Agreement, are not applicable to deliver to the Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement. The Master Servicer shall include such Assessment of Compliance with its own Assessment of Compliance to be submitted to the Securities Administrator pursuant to this Section.
(i) By [ ] (with a 5 calendar day cure period) of each year, commencing in [ ], the Master Servicer, the Securities Administrator, each Additional Servicer, and the Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master each Additional Servicer, that are backed by the same asset type Custodian, the Securities Administrator, or such other Servicing Function Participants, as the Mortgage Loans. Such report at case may be) and that is a minimum shall address each member of the Servicing Criteria specified on American Institute of Certified Public Accountants to furnish a certification substantially in the form of Exhibit CC hereto delivered report to the Trustee Securities Administrator and the Depositor concurrently (an “Accountant’s Attestation”), to the effect that (A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting firm that attests toRelevant Servicing Criteria, and reports on, (B) on the Assessment basis of Compliance made an examination conducted by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight BoardPCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language.
(ii) Promptly after receipt of such report from the Master Servicer, the Custodian, the Securities Administrator or any Servicing Function Participant engaged by such parties, (A) the Depositor shall review the report and, if applicable, consult with such parties as to the nature of any defaults by such parties, in the fulfillment of any of each such party’s obligations hereunder or under any other applicable agreement, and (B) the Securities Administrator shall confirm that each assessment submitted pursuant to Section 3.18(a)(i) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions.
(iii) The Master Servicer shall enforce any obligation of the Servicer, to the extent set forth in the Servicing Agreement, to deliver to the Master Servicer an attestation within the time frame set forth in, and in such form and substance as may be required pursuant to, the Servicing Agreement. The Master Servicer shall cause any subservicer, include each such attestation with its own attestation to be submitted to the Securities Administrator pursuant to this Section.
(i) The Master Servicer agrees to indemnify and hold harmless each of the Depositor and each subcontractor determined by Person, if any, who “controls” the Master Servicer to be "participating in Depositor or the servicing function" Securities Administrator within the meaning of Item 1122 the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.18(a)(i) or 3.18 (b)(i), as applicable, or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.18(a)(i).
(ii) The Securities Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Securities Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.18(a)(i) or 3.18(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.18(a)(i).
(iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of such Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.18(a)(i) or 3.18(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section 3.18(a)(i). Each of the parties hereto acknowledges and agrees that the purpose of this Section 3.18 is to facilitate compliance by the Seller and the Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestationtime. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such yearTherefore, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated parties agrees that the parties’ obligations hereunder will be supplemented and modified as applicable necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and the parties shall comply, to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee extent practicable from a timing and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in information systems perspective (and to the Mortgage Loans serviced extent the requesting party will pay any increased cost of the Trustee by it and such request provided that such request results in extraordinary expenses), with requests made by the proceeds thereof without compensating Seller or the Master Servicer Depositor for delivery of additional or different information as the same. This paragraph shall supercede any other provision Seller or the Depositor may determine in this Agreement or any other agreement good faith is necessary to comply with the contraryprovisions of Regulation AB.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Ace Securities Corp), Pooling and Servicing Agreement (Ace Securities Corp)
Assessments of Compliance and Attestation Reports. On and after January 1(a) By March 15 of each year, 2006commencing in March 2007, the Master Servicer Servicer, at its own expense, shall service furnish, and administer the related Mortgage Loans in accordance with all applicable requirements of the shall cause any Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to furnish, each at its own expense, to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007Master Servicer, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 5.06(d), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment Relevant Servicing Criteria as of Compliance and for such period. Notwithstanding the period consisting foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver any assessments until March 31st in any given year so long as it has not received written confirmation from the Depositor that a Form 10-K is required to be filed in respect of the Trust for the preceding calendar year; andprovided however that, notwithstanding the foregoing, no Subcontractor will be required to deliver any assessments in any given year in which the Form 10-K is not required to be filed.
(eb) A statement By March 15 of each year, commencing in March 2007, the Servicer, at its own expense, shall cause, and the Servicer shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer or such other Servicing Function Participants, as to which the case may be) and that is a member of the Servicing Criteria, if any, are not applicable American Institute of Certified Public Accountants to furnish a report to the Master Servicer, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which statement shall be based includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed basis of an examination conducted 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting such firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicerPCAOB, and each subcontractor determined by it is expressing an opinion as to whether such party’s compliance with the Master Servicer to be "participating Relevant Servicing Criteria was fairly stated in the servicing function" within the meaning of Item 1122 of Regulation ABall material respects, to deliver to the Trustee and the Depositor or it cannot express an overall opinion regarding such party’s assessment of compliance and accountants' attestationwith the Relevant Servicing Criteria. If In the Master Servicer event that an overall opinion cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of be expressed, such year, the Trustee, at its sole option, may permit a cure period registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such yeargeneral use and not contain restricted use language. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver or cause the delivery of such reports until March 31st in any given year so long as the Servicer has not received written confirmation from the Depositor that a Form 10-K is required to be filed in respect of the Trust for the preceding fiscal year; provided however that, notwithstanding the foregoing, no Subcontractor will be required to deliver any Custodian, an Assessment of Compliance reports in any given year in which the Form 10-K is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. filed.
(c) Failure of the Master Servicer to comply timely comply with this Section 3.20 3.18 shall be deemed an a Servicer Event of DefaultDefault as to the Servicer, automatically, without notice and without any cure period, and the Trustee Master Servicer may, in addition to whatever rights the Trustee Master Servicer may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s right to reimbursement of xxxxxxxxxxxx X&X Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided for in this Agreement). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.
(d) In the event the Servicer or any Servicing Function Participant engaged by the Servicer is terminated, assigns its rights and obligations under, or resigns pursuant to the terms of this Agreement, or any applicable agreement in the case of a Servicing Function Participant, as the case may be, such party shall provide a report on assessment of compliance with respect to the related year pursuant to this Section 3.18(d) or to such other applicable agreement, notwithstanding any such termination, assignment or resignation for the related year.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap6), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap5)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation AB, the Servicer shall deliver to the Trustee Depositor, the Issuing Entity, the Indenture Trustee, the Depositor, the credit enhancer and the Depositor each Rating Agency on or before February 28 [__] of each calendar year beginning in 2007, a report regarding the Servicer's assessment of compliance (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Servicing Criteria during the preceding calendar year year. The Assessment of Compliance must be reasonably satisfactory to the Indenture Trustee, and as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of set forth in Regulation AB, which as the Assessment of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit A hereto, and which will also be attached to the Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC A hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementServicer. On or before February 28 [__] of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee Depositor, the Issuing Entity, the Indenture Trustee, the Depositor, the credit enhancer and the Depositor each Rating Agency a report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master ServicerDepositor, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee Depositor, the Issuing Entity, the Indenture Trustee, the Depositor, the credit enhancer and each Rating Agency an Assessment of Compliance and Attestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Depositor Servicing Criteria specified on Exhibit A hereto which are indicated as applicable to any "primary servicer." Notwithstanding the foregoing, as to any subcontractor, an assessment Assessment of compliance and accountants' attestationCompliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the trust fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th of such year, the Indenture Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Master Servicer to timely comply with this Section 3.11 shall be deemed a Servicing Default, and the Indenture Trustee may, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the 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. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Indenture Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N A hereto which are indicated as applicable to the "indenture trustee" or "securities administrator." In addition, the Indenture Trustee shall cause the Custodian to deliver to the Indenture Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N A hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrarytrust fund.
Appears in 2 contracts
Samples: Servicing Agreement (Nomura Home Equity Loan, Inc.), Servicing Agreement (Nomura Asset Acceptance Corp)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation AB, the Master Servicer shall deliver to the Trustee and the Depositor theTrustee on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria during the preceding calendar year year. The Assessment of Compliance must be reasonably satisfactory to the Trustee, and as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of set forth in Regulation AB, which as the Assessment of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit N hereto, and which will also be attached to the Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC N hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementMaster Servicer. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master ServicerDepositor, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "“trustee" or "securities administrator." ” In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "“custodian." ” Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Impac Secured Assets Corp), Pooling and Servicing Agreement (Impac Secured Assets Corp)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation AB, the Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report regarding the Master Servicer's assessment of compliance (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Servicing Criteria during the preceding calendar year year. The Assessment of Compliance must be reasonably satisfactory to the Trustee, and as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of set forth in Regulation AB, which as the Assessment of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit M hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC M hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementMaster Servicer. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit M hereto which are indicated as applicable to any "primary servicer." Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Master Servicer to timely comply with this Section 4.17 shall be deemed an Event of Default, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N M hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N M hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I LLC), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I LLC)
Assessments of Compliance and Attestation Reports. On and after January 1By March 15th of each year, 2006commencing in March 2008, the Servicer, the Master Servicer Servicer, the Securities Administrator and the Custodian, each at its own expense, shall service furnish or otherwise make available, and administer the related Mortgage Loans in accordance with all applicable requirements of the each such party shall cause any Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to furnish, each at its own expense, to the Trustee Securities Administrator and the Depositor on or before February 28 of each calendar year beginning in 2007Depositor, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 3.13(a)(iv), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment Relevant Servicing Criteria as of Compliance and for such period. Notwithstanding the foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver any assessments until March 31st in any year following the year in which the Servicer receives notification that the Form 15 for the period consisting Trust has been filed, however, notwithstanding anything herein to the contrary, no Subcontractor will be required to deliver any assessments in any such given year in which the Form 10-K is not required to be filed. Promptly after receipt of each such report on assessment of compliance, (i) the preceding calendar year; Depositor shall review each such report and
(e) A statement as to which of the Servicing Criteria, if anyapplicable, are not applicable to consult with the Servicer, the Master Servicer, which statement the Securities Administrator, the Custodian and any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by any such party, and (ii) the Securities Administrator shall be based on confirm that the activities it performs with respect to asset-backed securities transactions assessments, taken as a whole involving whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit J and notify the Depositor of any exceptions. In the event the Servicer, the Master Servicer, that are backed the Securities Administrator, the Custodian, or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.10, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. On or before February 28 By March 15th of each calendar year beginning year, commencing in 2007March 2008, the Servicer, the Master Servicer shall furnish to Servicer, the Trustee Securities Administrator and the Depositor a report (an "Attestation Report") Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm that attests to(which may also render other services to the Servicer, and reports on, the Assessment of Compliance made by the Master Servicer, the Securities Administrator, the Custodian or such other Servicing Function Participants, as required by Rules 13a-18 the case may be) and 15d-18 that is a member of the Exchange Act American Institute of Certified Public Accountants to furnish an attestation report to the Securities Administrator and Item 1122(bthe Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of Regulation ABsuch party, which Attestation Report must be made includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by it is expressing an opinion as to whether such party’s compliance with the Master Servicer to be "participating Relevant Servicing Criteria was fairly stated in the servicing function" within the meaning of Item 1122 of Regulation ABall material respects, to deliver to the Trustee and the Depositor or it cannot express an overall opinion regarding such party’s assessment of compliance and accountants' attestationwith the Relevant Servicing Criteria. If In the Master Servicer event that an overall opinion cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of be expressed, such year, the Trustee, at its sole option, may permit a cure period registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such yeargeneral use and not contain restricted use language. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver or cause the delivery of such reports until March 31st in any Custodianyear following the year in which the Servicer receives notification that the Form 15 for the Trust has been filed, an Assessment of Compliance however, notwithstanding anything herein to the contrary, no Subcontractor will be required to deliver any report in any such given year in which the Form 10-K is not required to be delivered unless it filed. Promptly after receipt of each such assessment of compliance and attestation report, the Securities Administrator shall confirm that each assessment submitted pursuant to this Section 3.10 is required as part coupled with an attestation meeting the requirements of a Form 10-K with respect this Section 3.10 and notify the Depositor of any exceptions. In the event the Servicer, the Master Servicer, the Securities Administrator, the Custodian, or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the Trust Fund. Failure of terms of, this Agreement, or any applicable Custodial Agreement or sub-servicing agreement, as the Master Servicer case may be, such party shall cause a registered public accounting firm to timely comply with provide an attestation pursuant to this Section 3.20 shall be deemed an Event of Default3.10, automaticallyor such other applicable agreement, without notice and without notwithstanding any cure periodsuch termination, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law assignment or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryresignation.
Appears in 2 contracts
Samples: Servicing Agreement (Renaissance Home Equity Loan Trust 2007-2), Servicing Agreement (Renaissance Home Equity Loan Trust 2007-1)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006(a) Each of the Master Servicer, the Master Servicer Securities Administrator and the Custodian, each at its own expense, shall service deliver, and administer the related Mortgage Loans in accordance with all applicable requirements of the shall cause each Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to deliver, or otherwise make available to the Trustee Depositor and the Depositor Securities Administrator on or before February 28 March 10th of each calendar year beginning in 20072008 (provided that each of the Master Servicer, the Securities Administrator and the Custodian shall make its best efforts to deliver such report by March 10th, but will not be in default in its obligation to so deliver such report unless it is not delivered by March 15th), a report regarding such party's assessment of compliance with the Relevant Servicing Criteria (each, together with such similar report delivered by each Servicer as described in Section 3.21(c), an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(ai) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bii) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (ciii) An such party's assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 3.22(c), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such period, which assessment shall be based on failure and the activities it performs with respect to asset-backed securities transactions taken as nature and status thereof and (iv) a whole involving the Master 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 such party's assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than February 1 of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer's , the Securities Administrator and the Custodian shall each forward to the Depositor and the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Securities Administrator and the Custodian (or any Servicing Function Participant engaged by them) submit their assessments to the Depositor and the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 3.21(b)) of each Servicing Function Participant engaged by it. At any time after February 1 of each fiscal year, if the Master Servicer, the Securities Administrator or the Custodian determines or is informed that the list of Relevant Servicing Criteria to be addressed in the report on assessment of compliance prepared by each Servicing Function Participant is no longer in complete accordance or no longer reasonably likely to be in complete accordance with the Relevant Servicing Criteria for such Servicing Function Participant as notified to the Depositor and Securities Administrator in the paragraph immediately above, the Master Servicer, the Securities Administrator or the Custodian, as the case may be, shall promptly inform the Depositor and the Securities Administrator by written notice that such Servicing Function Participant is likely to address different Relevant Servicing Criteria in the report on assessment of compliance prepared by such Servicing Function Participant. Following transmission of such notice, the Master Servicer, the Securities Administrator or the Custodian, as the case may be, shall negotiate with such Servicing Function Participants that the Master Servicer, Securities Administrator or Custodian, as applicable, deems necessary so that all Relevant Servicing Criteria shall be addressed by one or more Servicing Function Participants and so that all Assessments of Compliance shall, in the determination of the Depositor, be satisfactory. Within 10 calendar days of receipt of such Assessments of Compliance, the Securities Administrator shall confirm that the Assessments of Compliance, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit N and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such Assessments of Compliance until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. The Custodian and any Servicing Function Participant engaged by it shall not be required to deliver or cause the delivery of such Assessments of Compliance in any given year that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year; provided, however, the Custodian shall deliver to the Depositor on or before March 15th of any such year in which the Custodian is not required to deliver an Assessment of Compliance with respect to any other transaction for which the Depositor is the depositor, a copy of the Assessment of Compliance for the period consisting of preceding fiscal year prepared by the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable Custodian relating to the Master Servicer, which statement shall be based on the activities it performs Custodian's servicing platform with respect to asset-backed securities transactions taken as a whole involving that are backed by assets of the type backing the Offered Certificates.
(b) Each of the Master 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 CC hereto delivered to the Trustee Securities Administrator and the Depositor concurrently with the execution of this Agreement. On Custodian, each at its own expense, shall cause, and shall cause each Servicing Function Participant engaged by it to cause, on or before February 28 March 10th of each calendar year beginning in 20072008 (provided that each of the Master Servicer, the Master Servicer Securities Administrator and the Custodian shall furnish make its best efforts to deliver such report by March 10th, but will not be in default in its obligation to so deliver such report unless it is not delivered by March 15th), a registered public accounting firm (which may also render other services to the Trustee Master Servicer, the Securities Administrator, the Custodian or such other Servicing Function Participants, as the case may be) and that is a member of the Depositor American Institute of Certified Public Accountants to furnish a report (each, together with such similar report delivered by each Servicer as described in Section 3.21(c), an "Attestation Report") by to the Securities Administrator and the Depositor, to the effect that (i) it has obtained a registered public accounting firm representation regarding certain matters from the management of such party, which includes an assertion that attests tosuch party has complied with the Relevant Servicing Criteria, and reports on, (ii) on the Assessment basis of Compliance made an examination conducted by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party's compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party's assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such Attestation Report why it was unable to express such an opinion. Each such related Attestation Report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of the Commission's Regulation S-X. Such Attestation Reports must be available for general use and not contain restricted use language. If requested by the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor's registration statement on Form S-3 relating to the Offered Certificates and the Form 10-K for the Trust. Within 10 calendar days of receipt of such Attestation Reports, the Securities Administrator shall confirm that each Assessment of Compliance is coupled with a related Attestation Report and shall notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such Attestation Reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year. The Custodian and any Servicing Function Participant engaged by it shall not be required to deliver or cause the delivery of such Attestation Report in any given year that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year; provided, however, the Custodian shall deliver to the Depositor on or before March 15th of any such year in which the Custodian is required to deliver an Assessment of Compliance pursuant to the proviso in the last paragraph of Section 3.21(a), a copy of an attestation report relating to such Assessment of Compliance.
(c) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an Assessment of Compliance and related Attestation Report within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment include such Assessments of Compliance or and Attestation Report by February 28th Reports of such year, the Trustee, at Servicers with its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an own Assessment of Compliance and related Attestation ReportReport to be submitted pursuant to this Section 3.21.
(d) In the event the Master Servicer, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable Custodian or the Securities Administrator is terminated or resigns pursuant to the "trustee" or "securities administrator." In additionterms of this Agreement, the Trustee such party shall provide, and each such party shall cause the Custodian any Servicing Function Participant engaged by it to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodianprovide, an Assessment of Compliance is not pursuant to this Section 3.21, coupled with an Attestation Report as required to be delivered unless it is required as part of a Form 10-K in this Section 3.21 with respect to the Trust Fund. Failure period of time that the Master Servicer or the Securities Administrator was subject to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryAgreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Banc of America Funding 2007-8 Trust), Pooling and Servicing Agreement (Banc of America Funding 2007-4 Trust)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the (a) The Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit C hereto). The Master Servicer shall deliver to the Trustee Depositor and the Trust Administrator or cause to be delivered to the Depositor and the Trust Administrator, on or before February 28 March 1st of each calendar year beginning in 20072008, the following:
(i) a report (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a . Such report shall be signed by an authorized officer of the related Servicer that contains the following:
(a) A statement by such officer Master Servicer, and shall address each of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerset forth in Exhibit C hereto;
(bii) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer;
a report (can “Attestation Report”) An assessment by such officer of the Master 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 Master 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 reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by the Master Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;
(iii) from each Sub-Servicer's , and each subcontractor determined by the Master Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, an Assessment of Compliance for the period consisting and Attestation Report as and when provided in paragraphs (i) and (ii) of the preceding calendar yearthis Section 3.21(a); and
(eiv) A a statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to assetMortgage-backed Pass Through securities transactions taken as a whole involving the Master 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 .
(b) As provided in the form of Exhibit CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 20073.21(a)(iii) above, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting firm that attests toshall, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, Sub-Servicer and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation ABAB to, to deliver to the Trustee Trust Administrator and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit C hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 1st of such year, the Trustee, at its sole optionthe direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 15th of such year. Failure of the Master Servicer to timely comply with this Section 3.21 shall be deemed a Master Servicer Event of Default, and upon the receipt of written notice from the Trustee of such Event of Default, the Trustee at the direction of the Depositor may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Trustee Trust Administrator shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to the "trustee" or "securities administrator." In additionTrust Administrator. The Paying Agent, the Trustee Certificate Registrar and Authenticating Agent shall cause the Custodian to deliver to the Trustee and the Depositor also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoingPaying Agent, as Certificate Registrar and Authenticating Agent. The Master Servicer shall on behalf of the Trustee enforce the obligations of each Custodian under the applicable Custodial Agreement to any Custodian, provide an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect and Attestation Report, as, when and to the Trust Fundextent set forth in the applicable Custodial Agreement. Failure The Master Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer to timely comply with Servicer’s obligations, as applicable, under this Section 3.20 3.21. The Trust Administrator shall be deemed an Event of Defaultindemnify and hold harmless the Depositor and its officers, automaticallydirectors and Affiliates from and against any actual losses, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief penalties, fines, forfeitures, reasonable and specific performancenecessary legal fees and related costs, terminate all the rights judgments and obligations other costs and expenses that such Person may sustain based upon any failure of the Master Servicer under this Agreement Trust Administrator to deliver when required its Assessment of Compliance and in Attestation Report. The Paying Agent, Certificate Registrar and Authenticating Agent shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon any failure of the Paying Agent, Certificate Registrar and Authenticating Agent to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrarydeliver when required its Assessment of Compliance.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-8), Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Ar4)
Assessments of Compliance and Attestation Reports. On and after January 1(a) By March 15 of each year, 2006commencing in March 2007, the Master Servicer Servicer, at its own expense, shall service furnish, and administer the related Mortgage Loans in accordance with all applicable requirements of the shall cause any Servicing Criteria. The Master Servicer shall deliver Function Participant engaged by it to furnish, each at its own expense, to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007Master Servicer, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 5.06(d), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment Relevant Servicing Criteria as of Compliance and for such period. Notwithstanding the period consisting foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver any assessments until March 31st in any given year so long as it has not received written confirmation from the Depositor that a Form 10-K is required to be filed in respect of the Trust for the preceding calendar year; andprovided however that, notwithstanding the foregoing, no Subcontractor will be required to deliver any assessments in any given year in which the Form 10-K is not required to be filed.
(eb) A statement By March 15 of each year, commencing in March 2007, the Servicer, at its own expense, shall cause, and the Servicer shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm (which may also render other services to the Servicer or such other Servicing Function Participants, as to which the case may be) and that is a member of the Servicing Criteria, if any, are not applicable American Institute of Certified Public Accountants to furnish a report to the Master Servicer, to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which statement shall be based includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed basis of an examination conducted 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting such firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicerPCAOB, and each subcontractor determined by it is expressing an opinion as to whether such party’s compliance with the Master Servicer to be "participating Relevant Servicing Criteria was fairly stated in the servicing function" within the meaning of Item 1122 of Regulation ABall material respects, to deliver to the Trustee and the Depositor or it cannot express an overall opinion regarding such party’s assessment of compliance and accountants' attestationwith the Relevant Servicing Criteria. If In the Master Servicer event that an overall opinion cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of be expressed, such year, the Trustee, at its sole option, may permit a cure period registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such yeargeneral use and not contain restricted use language. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, neither the Servicer nor any Servicing Function Participant engaged by the Servicer shall be required to deliver or cause the delivery of such reports until March 31st in any given year so long as the Servicer has not received written confirmation from the Depositor that a Form 10-K is required to be filed in respect of the Trust for the preceding fiscal year; provided however that, notwithstanding the foregoing, no Subcontractor will be required to deliver any Custodian, an Assessment of Compliance reports in any given year in which the Form 10-K is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. filed.
(c) Failure of the Master Servicer to comply timely comply with this Section 3.20 3.18 shall be deemed an a Servicer Event of DefaultDefault as to the Servicer, automatically, without notice and without any cure period, and the Trustee Master Servicer may, in addition to whatever rights the Trustee Master Servicer may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s right to reimbursement of xxxxxxxxxxxx X&X Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided for in this Agreement). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap3), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap4)
Assessments of Compliance and Attestation Reports. (A) On or before March 15th of each calendar year (with no cure period), commencing in 2008, Ocwen shall:
(i) deliver to the Trust Administrator and after January 1, 2006the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance"Trust Administrator) reasonably satisfactory to the Trustee regarding the Master Servicer's Ocwen’s assessment of compliance with the Relevant Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of . Such report shall be addressed to the date hereof, require a report Master Servicer and the Depositor and signed by an authorized officer of Ocwen and shall address each of the related Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable specified substantially on Exhibit S hereto (or those Servicing Criteria otherwise mutually agreed to by the Depositor, the Master ServicerServicer and Ocwen in response to evolving interpretations of Regulation AB;
(bii) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable deliver to the Master Servicer;
(c) An assessment by such officer of Trust Administrator and the Master Servicer's compliance with the applicable Servicing Criteria for the period consisting Servicer a report 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 Master 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 Master 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 reasonably acceptable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee Depositor and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting firm Trust Administrator that attests to, and reports on, the Assessment assessment of Compliance the compliance made by Ocwen and delivered pursuant to the Master Servicer, as required by .preceding paragraph. Such attestation shall be in accordance with Rules 13a-18 1-02(a)(3) and 15d-18 of the Exchange Act and Item 1122(b2-02(g) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by S-X under the Public Company Accounting Oversight Board. The Master Securities Act and the Exchange Act;
(iii) cause each Sub-Servicer shall cause any subservicer, and each subcontractor Subcontractor, determined by the Master Servicer Ocwen pursuant to Section 4.24(b) to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee Trust Administrator, the Master Servicer and the Depositor an assessment of compliance and accountants' attestation. If ’ attestation as and when provided in paragraphs (i) and (ii) of this Section 3.21; and
(iv) pursuant to Section 4.05(a)(iv), deliver, and cause each Sub-Servicer and each Subcontractor, determined by Ocwen pursuant to Section 4.24(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Master Servicer cana certification substantially in the form attached hereto as Exhibit N-2. Each assessment of compliance provided by a Sub-Servicer pursuant to Section 3.21(iii) shall address each of the Relevant Servicing Criteria applicable to Ocwen in Exhibit S. An assessment of compliance provided by a Subcontractor pursuant to Section 3.21(iii) need not deliver address any elements of the related Assessment of Compliance or Attestation Report Relevant Servicing Criteria other than those specified by February 28th of such year, the Trustee, at its sole option, may permit a cure period for Ocwen pursuant to Section 3.02. Ocwen acknowledges that the Master Servicer may rely on the certification provided by Ocwen pursuant clause (iv) above in signing the Certification and filing such with the Commission. Neither the Master Servicer nor the Depositor will request delivery of a certification under clause (iv) above unless the Depositor is required under the Exchange Act to deliver file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes Ocwen Mortgage Loans. Each of the Master Servicer, the Trust Administrator and each Custodian shall also provide, and each such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The party and the Trustee shall also cause any Sub-servicer or Subcontractor engaged by it to provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N O hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." such party. Notwithstanding the foregoing, as to any Custodiantrustee, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure Each of Ocwen, the Master Servicer, the Trustee (in its capacity as a Custodian) and the Trust Administrator shall indemnify and hold harmless the Depositor, the Master Servicer, Ocwen and the Trust Administrator and their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Master Servicer to timely comply with obligations of such Indemnifying Party under this Section 3.21.
(B) Remedies Regarding Statements as to Compliance, Assessments of Compliance and Attestation Reports. Any failure by Ocwen, any Sub-Servicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 3.20 or Section 3.21, including (except as provided below) any failure by Ocwen to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, shall be deemed an constitute a Servicer Event of Default, automatically, without notice and without any cure periodTermination, and the Trustee may, in addition to whatever rights may (at the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, direction of the Depositor) terminate all the rights and obligations of the Master Servicer Ocwen under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision payment (notwithstanding anything in this Agreement or any other agreement to the contrary) of any compensation to Ocwen (other than Ocwen’s rights to reimbursement of unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement); provided that to the extent that any provision of this Agreement expressly provides for the survival of certain rights or obligations following termination of Ocwen as servicer, such provision shall be given effect. Neither the Trustee nor the Depositor shall be entitled to terminate the rights and obligations of Ocwen pursuant to this subparagraph (B)(i) if a failure of Ocwen to identify a Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to mortgage loans other than the Mortgage Loans.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-1), Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-1)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, each of the Master Servicer and the Trustee shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit [__]). The Master Each of the Servicer and the Trustee shall deliver to the Trustee and Depositor (and, in the Depositor case of the Servicer, the Trustee) on or before February 28 March 15th of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee Depositor regarding the Master Servicer's and Trustee'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, which as of the date hereof, require a report by an authorized officer of the related Servicer or the Trustee that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master ServicerServicer or the Trustee;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master ServicerServicer or the Trustee;
(c) An assessment by such officer of the Master Servicer's or Trustee'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 Master ServicerServicer or the Trustee, as applicable, 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 Master Servicer's or Trustee'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 Master ServicerServicer or Trustee, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master ServicerServicer or Trustee, 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 CC [___] hereto delivered to the Trustee and Depositor (and, in the Depositor case of the Servicer, the Trustee) concurrently with the execution of this Agreement. On or before February 28 March 15th of each calendar year beginning in 2007, each of the Master Servicer and the Trustee shall furnish to the Trustee and Depositor (and, in the Depositor case of the Servicer, the Trustee) a report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master ServicerServicer or the Trustee, as applicable, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Each of the Servicer and the Trustee shall cause any subservicerservicer, and each subcontractor determined by the Master Servicer or the Trustee, as applicable, to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and Depositor (and, in the Depositor case of the Servicer, the Trustee) an assessment of compliance and accountants' attestation. If the Master Servicer or the Trustee cannot deliver the related Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the TrusteeDepositor, at its sole option, may permit a cure period for the Master Servicer or the Trustee, as applicable, to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 30th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 3.21 shall be deemed an a Servicer Event of Default, Default automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (New Century Mortgage Securities LLC), Pooling and Servicing Agreement (New Century Mortgage Securities Inc)
Assessments of Compliance and Attestation Reports. On and after January 1(a) By March 15 of each year, 2006commencing in March 2007, the Servicer, the Master Servicer and the Securities Administrator, each at its own expense and pursuant to Item 1122(a) of Regulation AB, shall service furnish or otherwise make available, and administer the related Mortgage Loans shall cause any Servicing Function Participant engaged by it to furnish, which in accordance with all applicable requirements each case shall not be an expense of the Servicing Criteria. The Master Servicer shall deliver Trust Fund, to the Trustee Securities Administrator and the Depositor on or before February 28 of each calendar year beginning in 2007Depositor, a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria for the period consisting of the preceding prior calendar year, including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment of Compliance Relevant Servicing Criteria for the period consisting of the preceding prior calendar year; and.
(eb) A statement No later than the end of each calendar year, the Servicer and the Master Servicer shall forward to the Securities Administrator and the Depositor the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant; provided, however, that the Master Servicer need not provide such information to the Securities Administrator so long as the Master Servicer and the Securiites Administrator are the same entity. When the Servicer and the Master Servicer (or any Servicing Function Participant engaged by them) submit their assessments to which the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to paragraph (c) below) of each Servicing Function Participant engaged by it. Promptly after receipt of each such report on assessment of compliance, (i) the Servicing CriteriaDepositor shall review each such report and, if anyapplicable, are not applicable to consult with the Servicer, the Master Servicer, which statement the Securities Administrator and any Servicing Function Participant engaged by such parties as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Securities Administrator shall be based on confirm that the activities it performs with respect to asset-backed securities transactions assessments, taken as a whole involving the Master Servicerwhole, that are backed by the same asset type as the Mortgage Loans. Such report at a minimum shall address each all of the Servicing Criteria specified and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit L and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. In the event a certification substantially in the form of Exhibit CC hereto delivered Servicing Function Participant is terminated or resigns pursuant to the Trustee and the Depositor concurrently with the execution terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide, or cause a Servicing Function Participant engaged by it to provide, a report on assessment of compliance pursuant to this Section 3.14 with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be. On or before February 28 The Master Servicer shall include such annual report on assessment of compliance with its own assessment of compliance to be submitted to the Securities Administrator pursuant to this Section.
(c) By March 15 of each calendar year beginning year, commencing in March 2007, the Servicer, the Master Servicer shall furnish to the Trustee and the Depositor a report (Securities Administrator, each at its own expense, shall cause, and shall cause any Servicing Function Participant engaged by such party to cause, which in each case shall not be an "Attestation Report") by expense of the trust, a registered public accounting firm (which may also render other services to such Servicing Function Participants) and that attests tois a member of the American Institute of Certified Public Accountants to furnish a report to the Master Servicer and Securities Administrator to the effect that (i) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and reports on, (ii) on the Assessment basis of Compliance made an examination conducted by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight BoardPCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of such report from a Servicing Function Participant, the Securities Administrator shall confirm that each assessment submitted pursuant to paragraph (a) above is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall cause any subservicer, and include each subcontractor determined by the Master Servicer such attestation with its own attestation to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver submitted to the Trustee and Securities Administrator pursuant to this Section. In the Depositor an assessment event any Servicing Function Participant is terminated or resigns pursuant to the terms of compliance and accountants' attestation. If this Agreement, or any other applicable agreement, as the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of case may be, such year, the Trustee, at its sole option, may permit party shall cause a cure period for the Master Servicer registered public accounting firm to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable attestation pursuant to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K this Section 3.14 with respect to the period of time it was subject to this Agreement or any applicable subservicing agreement, as the case may be.
(i) For so long as the Trust Fund. Failure Fund is subject to Exchange Act reporting requirements, failure of the Master Servicer to comply timely comply with this Section 3.20 3.14 shall be deemed an Event of Defaulta Servicer Default as to the Servicer, automatically, without notice and without any cure period, and the Trustee Master Servicer may, in addition to whatever rights the Trustee Master Servicer may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. The Master Servicer shall so terminate the Servicer by delivery of notice thereof via first class mail, facsimile or electronic mail. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary.
(ii) After the Trust Fund ceases to be subject to Exchange Act reporting requirements, failure of the Servicer to comply timely with this Section 3.14 shall be deemed a Servicer Default as provided for in Section 8.01(a)(ix). The Master Servicer may terminate the Servicer by delivery of notice thereof via first class mail, facsimile or electronic mail.
Appears in 1 contract
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation AB, the Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 _____________ of each calendar year beginning in 2007, a report regarding the Master Servicer's assessment of compliance (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Servicing Criteria during the preceding calendar year year. The Assessment of Compliance must be reasonably satisfactory to the Trustee, and as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of set forth in Regulation AB, which as the Assessment of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit P hereto, and which will also be attached to the Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC P hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementMaster Servicer. On or before February 28 _____________ of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master ServicerDepositor, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit P hereto which are indicated as applicable to any "primary servicer." Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th ______________ of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Master Servicer to timely comply with this Section 3.14 shall be deemed an Event of Default, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N P hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MortgageIT Securities Corp.)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master The Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Relevant Servicing CriteriaCriteria (as set forth in Exhibit O hereto). The Master Servicer shall deliver to the Trustee and the Depositor Trust Administrator on or before February 28 March 1st of each calendar year beginning in 2007, the following:
(i) a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a . Such report shall be signed by an authorized officer of the related Servicer that contains the following:
(a) A statement by such officer Servicer, and shall address each of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerset forth in Exhibit O hereto;
(bii) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer;
a report (can "Attestation Report") An assessment by such officer of the Master 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) A statement that a registered public accounting firm has issued reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;
(iii) cause each Sub-Servicer, and each subcontractor determined by the Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, (subject to any threshold percentage level amount of mortgage loans in which such subcontractor servicers) to deliver an attestation report on the Master Servicer's Assessment of Compliance for the period consisting and Attestation Report as and when provided in paragraphs (i) and (ii) of the preceding calendar yearthis Section 3.21(a); and
(eiv) A a statement as to which of the Relevant Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master Compliance, as to each Sub-Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued subcontractor or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor other Person determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, shall address any applicable Servicing Criteria of the party engaging such Sub-Servicer, subcontractor or other Person, as specified on Exhibit O. Notwithstanding the foregoing, as to deliver any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trustee and the Depositor an assessment of compliance and accountants' attestationTrust Fund. If the Master Servicer Wells Fargo as Sexxxxxr cannot deliver the related Assessment Assessments of Compliance or and Attestation Report Reports by February 28th March 1st of such year, the TrusteeTrust Administrator, at its sole option, may 106 permit a cure period for the Master such Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 15th of such year. The If JPMorgan does not deliver the Assessment of Compliance or Attestation Report by March 1st of any year, either the Trust Administrator or the Depositor shall provide JPMorgan with written notice of its failure to deliver such Assessment of Compliance or Attestation Report and JPMorgan shall have 10 calendar days from the date of such written notice to cure such failure to deliver. Failure of the Servicer to timely comply with this Section 3.21 (after expiration of the related cure period) shall be deemed a Servicer Event of Default, and upon the receipt of written notice from the Trust Administrator of such Servicer Event of Default, the Trustee or the Master Servicer, as applicable, at the direction of the Depositor may, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or in equity, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all the 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; provided, however, the Depositor shall not be entitled to instruct the Trustee or the Master Servicer to terminate the rights and obligations of the Servicer pursuant to clause (iii) above if a failure of the Servicer to identify a subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such subcontractor with respect to mortgage loans other than the Mortgage Loans. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. Each of the Master Servicer and the Trust Administrator shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N O hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each such party. Each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoingServicer, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee mayTrust Administrator shall indemnify and hold harmless the Depositor, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer and the Trust Administrator and their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the obligations of such Indemnifying Party under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrarySection 3.21.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mastr Asset Backed Securities Trust 2006-He1)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation AB, the Servicer shall deliver to the Trustee Issuing Entity, the Indenture Trustee, the Depositor, the Credit Enhancer and the Depositor each Rating Agency on or before February 28 of each calendar year beginning in 2007, a report regarding the Servicer's assessment of compliance (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Servicing Criteria during the preceding calendar year year. The Assessment of Compliance must be reasonably satisfactory to the Indenture Trustee, and as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of set forth in Regulation AB, which as the Assessment of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit E hereto, and which will also be attached to the Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC E hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementServicer. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee Issuing Entity, the Indenture Trustee, the Depositor, the Credit Enhancer and the Depositor each Rating Agency a report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master ServicerDepositor, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee Issuing Entity, the Indenture Trustee, the Depositor, the Credit Enhancer and each Rating Agency an Assessment of Compliance and Attestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Depositor Servicing Criteria specified on Exhibit E hereto which are indicated as applicable to any "primary servicer." Notwithstanding the foregoing, as to any subcontractor, an assessment Assessment of compliance and accountants' attestationCompliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th of such year, the Indenture Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Master Servicer to timely comply with this Section 3.11 shall be deemed a Servicing Default, and the Indenture Trustee may, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the 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. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Indenture Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N E hereto which are indicated as applicable to the "indenture trustee" or "securities administrator." In addition, the Indenture Trustee shall cause the Custodian to deliver to the Indenture Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N E hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 1 contract
Samples: Servicing Agreement (American Home Mortgage Assets LLC)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as the Servicer shall deliver to the Depositor and the Trustee on or before March 15 of the date hereofeach calendar year beginning in 2007, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. As set forth in Regulation AB, the Assessment of Compliance must contain the following:
(a) A statement by such officer the Servicer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer the Servicer that such officer it used the Servicing Criteria attached as Exhibit R hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC R hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementServicer. On or before February 28 March 15 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee Depositor and the Depositor Trustee a report (an "“Attestation Report"”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Unless a Form 15 Suspension Notice shall have been filed with respect to the Trust Fund and for so long as the Trust Fund is subject to the Exchange Act reporting requirements, the Servicer shall cause any subservicer, and each subcontractor subservicer to which the Servicer delegated any of its responsibilities with respect to the Mortgage Loans determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, Report as and when provided above. Such Assessment of Compliance, as to any subservicer to which the Servicer delegated any of its responsibilities with respect to the Mortgage Loans, shall at a minimum address each of the Servicing Criteria specified on Exhibit N R hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver any “primary servicer” to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which extent they are indicated as applicable to a "custodian." such subservicer. Notwithstanding the foregoing, as to any Custodiansubcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure The Trustee and the Custodian shall also provide to the Depositor an Assessment of Compliance and Attestation Report with respect to itself, as and when provided above by March 15 each year, unless a Form 15 Suspension Notice shall have been filed with respect to the Trust Fund, which shall at a minimum address each of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and Servicing Criteria specified on Exhibit R hereto which are indicated as applicable to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement “trustee” or any other agreement to the contrary“custodian,” as applicable.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-S5)
Assessments of Compliance and Attestation Reports. On Pursuant to Rules 13a-18 and after January 1, 200615d-18 of the Exchange Act and Item 1122(a) of Regulation AB, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor via e-mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx) on or before February 28 March 22nd of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance (an “Assessment of Compliance”) with the applicable Servicing Criteria (as set forth in Exhibit N) during the preceding calendar year as required by Rules 13a-18 and 15d-18 year. The Assessment of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC N hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementMaster Servicer. On or before February 28 March 22nd of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, Sub-Servicer and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, Report as and when provided above. Such Assessment of Compliance, which as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Sub-Servicer. Notwithstanding the foregoing, as to any Custodian, subcontractor determined by the Master Servicer to be “participating in the servicing function,” an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, give notice to Noteholders that they have ten Business Days to object. If no such objection is received, the Trustee shall immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide an Assessment of Compliance (with respect to items (a) - (d) but not (e) above) and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the “trustee”. Notwithstanding the foregoing, as to any trustee, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.
Appears in 1 contract
Assessments of Compliance and Attestation Reports. On and after January 1, 2006(a) Each of the Master Servicer, the Master Servicer Securities Administrator and the Custodian, each at its own expense, shall service deliver, and administer the related Mortgage Loans in accordance with all applicable requirements of the shall cause each Servicing Criteria. The Master Servicer shall Function Participant engaged by it to deliver to the Trustee Depositor and the Depositor Securities Administrator on or before February 28 March 10th of each calendar year beginning in 20072009 (provided that each of the Master Servicer, the Securities Administrator and the Custodian shall make its best efforts to deliver such report by March 10th, but will not be in default in its obligation to so deliver such report unless it is not delivered by March 15th), a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's such party’s assessment of compliance with the Relevant Servicing Criteria during the preceding calendar year (each, together with such similar report delivered by each Servicer as required by Rules 13a-18 and 15d-18 described in Section 3.21(c), an “Assessment of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a report by an authorized officer of the related Servicer Compliance”) that contains the following:
(ai) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bii) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (ciii) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 3.22(c), including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such period, which assessment shall be based on failure and the activities it performs with respect to asset-backed securities transactions taken as nature and status thereof and (iv) a whole involving the Master 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 such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. No later than February 1 of each fiscal year for the Trust for which a 10-K is required to be filed, the Master Servicer's , the Securities Administrator and the Custodian shall each forward to the Depositor and the Securities Administrator the name of each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Securities Administrator and the Custodian (or any Servicing Function Participant engaged by them) submit their assessments to the Depositor and the Securities Administrator, such parties will also at such time include the assessment (and attestation pursuant to Section 3.21(b)) of each Servicing Function Participant engaged by it. At any time after February 1 of each fiscal year, if the Master Servicer, the Securities Administrator or the Custodian determines or is informed that the list of Relevant Servicing Criteria to be addressed in the report on assessment of compliance prepared by each Servicing Function Participant is no longer in complete accordance or no longer reasonably likely to be in complete accordance with the Relevant Servicing Criteria for such Servicing Function Participant as notified to the Depositor and the Securities Administrator in the paragraph immediately above, the Master Servicer, the Securities Administrator or the Custodian, as the case may be, shall promptly inform the Depositor and the Securities Administrator by written notice that such Servicing Function Participant is likely to address different Relevant Servicing Criteria in the report on assessment of compliance prepared by such Servicing Function Participant. Following transmission of such notice, the Master Servicer, the Securities Administrator or the Custodian, as the case may be, shall negotiate with such Servicing Function Participants that the Master Servicer, Securities Administrator or Custodian, as applicable, deems necessary so that all Relevant Servicing Criteria shall be addressed by one or more Servicing Function Participants and so that all Assessments of Compliance shall, in the determination of the Depositor, be satisfactory. Within ten (10) calendar days of receipt of such Assessments of Compliance, the Securities Administrator shall confirm that the Assessments of Compliance, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit N and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the Depositor of any exceptions. None of such parties shall be required to deliver any such Assessments of Compliance until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year. The Custodian and any Servicing Function Participant engaged by it shall not be required to deliver or cause the delivery of such Assessments of Compliance in any given year that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year; provided, however, the Custodian shall deliver to the Depositor on or before March 15th of any such year in which the Custodian is not required to deliver an Assessment of Compliance with respect to any other transaction for which the Depositor is the depositor, a copy of the Assessment of Compliance for the period consisting of preceding fiscal year prepared by the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable Custodian relating to the Master Servicer, which statement shall be based on the activities it performs Custodian’s servicing platform with respect to asset-backed securities transactions taken as a whole involving that are backed by assets of the type backing the Offered Certificates.
(b) Each of the Master 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 CC hereto delivered to the Trustee Securities Administrator and the Depositor concurrently with the execution of this Agreement. On Custodian, each at its own expense, shall cause, and shall cause each Servicing Function Participant engaged by it to cause, on or before February 28 March 10th of each calendar year beginning in 20072009 (provided that each of the Master Servicer, the Master Servicer shall furnish to the Trustee Securities Administrator and the Depositor a Custodian shall make its best efforts to deliver such report (an "Attestation Report") by March 10th, but will not be in default in its obligation to so deliver such report unless it is not delivered by March 15th), a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by (which may also render other services to the Master Servicer, the Securities Administrator, the Custodian or such other Servicing Function Participants, as required by Rules 13a-18 the case may be) and 15d-18 that is a member of the Exchange Act American Institute of Certified Public Accountants to furnish a report (each, together with such similar report delivered by each Servicer as described in Section 3.21(c), an “Attestation Report”) to the Securities Administrator and Item 1122(bthe Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of Regulation ABsuch party, which Attestation Report must be made includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such Attestation Report why it was unable to express such an opinion. Each such related Attestation Report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of the Commission’s Regulation S-X. Such Attestation Reports must be available for general use and not contain restricted use language. If requested by the Depositor, such report shall contain or be accompanied by a consent of such accounting firm to inclusion or incorporation of such report in the Depositor’s registration statement on Form S-3 relating to the Offered Certificates and the Form 10-K for the Trust. Within ten (10) calendar days of receipt of such Attestation Reports, the Securities Administrator shall confirm that each Assessment of Compliance is coupled with a related Attestation Report and shall notify the Depositor of any exceptions. None of the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by such parties shall be required to deliver or cause the delivery of such Attestation Reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year. The Custodian and any Servicing Function Participant engaged by it shall not be required to deliver or cause the delivery of such Attestation Report in any given year that a Form 10-K is not required to be filed in respect of the Trust for the preceding fiscal year; provided, however, the Custodian shall deliver to the Depositor on or before March 15th of any such year in which the Custodian is required to deliver an Assessment of Compliance pursuant to the proviso in the last paragraph of Section 3.21(a), a copy of an attestation report relating to such Assessment of Compliance.
(c) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the Master Servicer an Assessment of Compliance and related Attestation Report within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment include such Assessments of Compliance or and Attestation Report by February 28th Reports of such year, the Trustee, at Servicers with its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an own Assessment of Compliance and related Attestation ReportReport to be submitted pursuant to this Section 3.21.
(d) In the event the Master Servicer, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable Custodian or the Securities Administrator is terminated or resigns pursuant to the "trustee" or "securities administrator." In additionterms of this Agreement, the Trustee such party shall provide, and each such party shall cause the Custodian any Servicing Function Participant engaged by it to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodianprovide, an Assessment of Compliance is not pursuant to this Section 3.21, coupled with an Attestation Report as required to be delivered unless it is required as part of a Form 10-K in this Section 3.21 with respect to the Trust Fund. Failure period of time that the Master Servicer or the Securities Administrator was subject to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryAgreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Funding Corp)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver (a) Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, the Master Servicer shall deliver to the Depositor on or before March 15 of each calendar year beginning in the year following the year of execution of this Agreement prior to and including the calendar year in which as Form 15 Suspension Notice is filed with respect to the Trust Fund and April 30 of the date hereofeach calendar year thereafter, require a report by regarding the Master Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains servicing criteria during the preceding calendar year. The Assessment of Compliance must be reasonably satisfactory to the Depositor, and as set forth in Regulation AB, the Assessment of Compliance must contain the following:
(ai) A statement by such officer the Master Servicer of its responsibility for assessing compliance with the Servicing Criteria servicing criteria applicable to the Master Servicer;
(bii) A statement by such officer the Master Servicer that such officer it used the Servicing Criteria servicing criteria applicable to it, including at the minimum those that are specified on Exhibit O hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria servicing criteria applicable to the Master Servicer;
(ciii) An assessment by such officer the Master Servicer of the Master Servicer's ’s compliance with the applicable Servicing Criteria 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(div) A statement that a registered public accounting firm has issued an attestation report on the Master Servicer's ’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(ev) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. .
(b) On or before February 28 March 15 of each calendar year beginning in 2007the year following the year of execution of this Agreement prior to and including the calendar year in which Form 15 Suspension Notice is filed with respect to the Trust Fund and April 30 of each calendar year thereafter, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. .
(c) The Master Servicer shall cause the Sub-Servicer and any subservicerother subservicer to which the Master Servicer delegated any of its responsibilities with respect to the Mortgage Loans, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, AB to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If which the Master Servicer cannot deliver the related Assessment delegated any of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable responsibilities with respect to the "trustee" or "securities administrator." In additionMortgage Loans, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, Report as and when provided above.
(d) Such Assessment of Compliance, which as to the Sub-Servicer and any other subservicer, shall at a minimum address each of the Servicing Criteria servicing criteria applicable to it, including at the minimum those that are specified on Exhibit N O hereto which are indicated as applicable to a "custodianany “primary servicer." ” Notwithstanding the foregoing, as to any Custodiansubcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure .
(e) The Trustee shall also provide to the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Master Servicer servicing criteria applicable to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damagesit, including injunctive relief and specific performance, terminate all at the rights and obligations of the Master Servicer under this Agreement and in and minimum those that are specified on Exhibit O hereto which are indicated as applicable to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary“trustee.”
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Mortgage Loan Trust 2006-Wl1)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, each of the Master Servicer and the Trustee shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit [__]). The Master Each of the Servicer and the Trustee shall deliver to the Trustee and Depositor (and, in the Depositor case of the Servicer, the Trustee) on or before February 28 March 15th of each calendar year beginning in 200720[__], a report (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee Depositor regarding the Master Servicer's ’s and Trustee’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, which as of the date hereof, require a report by an authorized officer of the related Servicer or the Trustee that contains the following:
(a) : A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) Servicer or the Trustee; A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) Servicer or the Trustee; An assessment by such officer of the Master Servicer's ’s or Trustee’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 Master ServicerServicer or the Trustee, as applicable, 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (National City Mortgage Capital LLC)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as the Servicer shall deliver to the Trustee on or before March 1st of the date hereofeach calendar year beginning in 2007, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains applicable Servicing Criteria (as set forth in Exhibit S) during the preceding calendar year. The Assessment of Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC S hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementServicer. On or before February 28 March 1st of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by of a registered public accounting firm that attests to, reasonably acceptable to the Trustee and reports on, the Assessment of Compliance made by the Master Servicer, as required by Depositor (an “Attestation Report”). Such Attestation Report shall be in accordance with Rules 13a-18 1 02(a)(3) and 15d-18 of the Exchange Act and Item 1122(b2-02(g) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by S-X under the Public Company Accounting Oversight BoardSecurities Act and the Exchange Act. The Master Servicer shall cause and any subservicerSub-Servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, Report as and when provided above. Such Assessment of Compliance, which as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Sub-Servicer. Notwithstanding the foregoing, as to any Custodian, subcontractor determined by the Servicer to be “participating in the servicing function,” an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Servicer cannot deliver any Assessment of Compliance or Attestation Report by March 1st of such year, the Depositor, may permit a cure period for the Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 25th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 3.21 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, give notice to Noteholders that they have ten Business Days to object. If no such objection is received, the Indenture Trustee shall immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. Each of the Trustee and the Credit Risk Manager shall also provide an Assessment of Compliance (with respect to items (a) - (d) but not (e) above) and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit S hereto which are indicated as applicable to the “trustee” or the “credit risk manager”, as applicable. Notwithstanding the foregoing, as to any trustee, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Each of the Servicer, the Trustee and the Credit Risk Manager shall indemnify and hold harmless the Depositor and the Trustee, as applicable and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Servicer’s, the Trustee’s or the Credit Risk Manager’s obligations, as applicable, under this Section 3.21.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust 2006-Ff16)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as the Servicer shall deliver to the Depositor and the Trustee on or before March 15 of the date hereofeach calendar year beginning in 2007, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. As set forth in Regulation AB, the Assessment of Compliance must contain the following:
(a) A statement by such officer the Servicer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer the Servicer that such officer it used the Servicing Criteria attached as Exhibit R hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC R hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementServicer. On or before February 28 March 15 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee Depositor and the Depositor Trustee a report (an "“Attestation Report"”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Unless a Form 15 Suspension Notice shall have been filed with respect to the Trust fund and for so long as the Trust Fund is subject to the Exchange Act reporting requirements, the Servicer shall cause any subservicer, and each subcontractor subservicer to which the Servicer delegated any of its responsibilities with respect to the Mortgage Loans determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, Report as and when provided above. Such Assessment of Compliance, as to any subservicer to which the Servicer delegated any of its responsibilities with respect to the Mortgage Loans, shall at a minimum address each of the Servicing Criteria specified on Exhibit N R hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver any “primary servicer” to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which extent they are indicated as applicable to a "custodian." such subservicer. Notwithstanding the foregoing, as to any Custodiansubcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure The Trustee shall also provide to the Depositor an Assessment of Compliance and Attestation Report with respect to itself, as and when provided above by March 15 each year, unless a Form 15 Suspension Notice shall have been filed with respect to the Trust Fund, which shall at a minimum address each of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and Servicing Criteria specified on Exhibit R hereto which are indicated as applicable to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary“trustee.”
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-S2)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as the Master Servicer shall deliver to the Depositor and the Trustee on or before March 15 of the date hereofeach calendar year beginning in 2007, require a report by regarding the Master Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. As set forth in Regulation AB, the Assessment of Compliance must contain the following:
(a) A statement by such officer the Master Servicer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer the Master Servicer that such officer it used the Servicing Criteria attached as Exhibit T hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC T hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementMaster Servicer. On or before February 28 March 15 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee Depositor and the Depositor Trustee a report (an "“Attestation Report"”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause the Subservicer and any subservicer, and each subcontractor other subservicer to which the Master Servicer delegated any of its responsibilities with respect to the Mortgage Loans determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, Report as and when provided above. Such Assessment of Compliance, as to the Subservicer and any other subservicer to which the Master Servicer delegated any of its responsibilities with respect to the Mortgage Loans, shall at a minimum address each of the Servicing Criteria specified on Exhibit N T hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver any “primary servicer” to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which extent they are indicated as applicable to a "custodian." such subservicer. Notwithstanding the foregoing, as to any Custodiansubcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure The Trustee shall also provide to the Depositor an Assessment of Compliance and Attestation Report with respect to itself, as and when provided above by March 15 each year, unless a Form 15 Suspension Notice shall have been filed with respect to the Trust Fund, which shall at a minimum address each of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and Servicing Criteria specified on Exhibit T hereto which are indicated as applicable to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary“trustee.”
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GSAMP Trust 2006-S1)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master (a) The Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit C hereto). The Master Servicer shall deliver to the Trustee and the Depositor Trust Administrator on or before February 28 March 1st of each calendar year beginning in 2007, the following:
(i) a report (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a . Such report shall be signed by an authorized officer of the related Servicer that contains the following:
(a) A statement by such officer Servicer, and shall address each of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master Servicer, that are backed by the same asset type as the Mortgage Loansset forth in Exhibit C hereto;
(dii) A statement that a report (an “Attestation Report”) of a registered public accounting firm has issued an attestation report on reasonably acceptable to the Master Servicer's Assessment Depositor that attests to, and reports on, the assessment of Compliance for compliance made by the period consisting of Servicer and delivered pursuant to the preceding calendar yearparagraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and
(eiii) A cause each Sub-Servicer, and each subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver an Assessment of Compliance and Attestation Report as and when provided in paragraphs (i) and (ii) of this Section 3.21(a).
(iv) a statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed by the same asset type as the Mortgage Loans.
(b) The Servicer shall, or shall cause any Sub-Servicer and each subcontractor determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB to, deliver to the Trust Administrator and the Depositor an Assessment of Compliance and Attestation Report as and when provided above. Such report Assessment of Compliance, as to any Sub-Servicer, shall at a minimum shall address each of the Servicing Criteria specified on Exhibit C hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a certification substantially in the form of Exhibit CC hereto delivered Form 10-K with respect to the Trustee and Trust Fund. If the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting firm that attests to, and reports on, does not deliver the Assessment of Compliance made or Attestation Report by March 1st of any year, either the Master Servicer, as required by Rules 13a-18 Trust Administrator or the Depositor shall provide the Servicer with written notice of its failure to deliver such Assessment of Compliance or Attestation Report and 15d-18 the Servicer shall have 10 calendar days from the date of its receipt of such written notice to cure such failure to deliver. Failure of the Exchange Act and Item 1122(bServicer to timely comply with this Section 3.21 (including the expiration of the applicable cure period) shall be deemed a Servicer Event of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicerDefault, and each subcontractor determined by upon the Master receipt of written notice from the Trust Administrator of such Event of Default, the Trustee at the direction of the Depositor may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the 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; provided, however, the Depositor shall not be entitled to instruct the Trustee to terminate the rights and obligations of the Servicer pursuant to clause (iii) above if a failure of the Servicer to be "identify a subcontractor “participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver AB was attributable solely to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance role or Attestation Report by February 28th functions of such year, subcontractor with respect to mortgage loans other than the Trustee, at its sole option, may permit a cure period for Mortgage Loans. This paragraph shall supercede any other provision in this Agreement or any other agreement to the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such yearcontrary. The Trustee Trust Administrator shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N C hereto which are indicated as applicable to the "trustee" or "securities “trust administrator." In addition” The Servicer shall indemnify and hold harmless the Depositor and the Trust Administrator and their officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Trustee Servicer’s obligations, as applicable, under this Section 3.21. The Trust Administrator shall cause indemnify and hold harmless the Custodian Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon any failure of the Trust Administrator to deliver to the Trustee and the Depositor an when required its Assessment of Compliance and Attestation ReportCompliance. Such indemnification shall not cover any damages that are indirect, as and when provided aboveconsequential, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodianpunitive or special in nature." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2006-He1)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master The Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit R hereto). The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Servicing Criteria during the preceding calendar year as required by Rules 13a-18 12A-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as the Servicer shall deliver to the Trustee via electronic mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx) and the Depositor prior to (x) March 15, 2008 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of the date hereofeach year thereafter, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance must be reasonably satisfactory to the Depositor, and as set forth in Regulation AB, the Assessment of Compliance must contain the following:
(ai) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(bii) A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(ciii) An assessment by such officer of the Master 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(div) A statement that a registered public accounting firm has issued an attestation report on the Master Servicer's ’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(ev) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC R hereto delivered which are indicated as applicable to the Trustee Servicer. Prior to (x) March 15, 2008 and the Depositor concurrently with the execution of this Agreement. On or before February 28 (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each calendar year beginning in 2007thereafter, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 12A-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause and any subservicersub-servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit R hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the TrusteeDepositor, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 25th of such year. Failure of the Servicer to timely comply with this Section 3.18 may be deemed an Event of Default. The Trustee shall, with the consent of the Depositor, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, give notice to Certificateholders that they have ten Business Days to object. If no such objection is received, the Trustee shall immediately terminate all the 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall, prior to (x) March 15, 2008 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each year thereafter, shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N R hereto which are indicated as applicable to the "“trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.”
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Home Equity Mortgage Loan Asset-Backed Trust, Series Inabs 2007-B)
Assessments of Compliance and Attestation Reports. (a) On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee regarding the Master 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, which as of the date hereof, require a report by an authorized officer of the related Master Servicer that contains the following:
(ai) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(bii) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(ciii) An assessment by such officer of the Master 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(div) A statement that a registered public accounting firm has issued an attestation report on the Master Servicer's ’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(ev) A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer, that are backed by the same asset type as the Mortgage Loans. .
(b) Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit CC F hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. .
(c) On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. .
(d) The Master Servicer shall cause any subservicerservicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' ’ attestation. .
(e) If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.
(f) Failure of the Master Servicer to comply timely comply with this Section 3.20 3.17 shall be deemed an a Master Servicer Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or in equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Inc)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation AB, the Servicer shall deliver to the Trustee Depositor, the Issuing Entity, the Indenture Trustee, the Depositor, the credit enhancer and the Depositor each Rating Agency on or before February 28 of each calendar year beginning in 2007, a report regarding the Servicer’s assessment of compliance (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Servicing Criteria during the preceding calendar year year. The Assessment of Compliance must be reasonably satisfactory to the Indenture Trustee, and as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of set forth in Regulation AB, which as the Assessment of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit A hereto, and which will also be attached to the Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC A hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementServicer. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee Depositor, the Issuing Entity, the Indenture Trustee, the Depositor, the credit enhancer and the Depositor each Rating Agency a report (an "“Attestation Report"”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master ServicerDepositor, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee Depositor, the Issuing Entity, the Indenture Trustee, the Depositor, the credit enhancer and each Rating Agency an Assessment of Compliance and Attestation Report as and when provided above. Such Assessment of Compliance, as to any subservicer, shall at a minimum address each of the Depositor Servicing Criteria specified on Exhibit A hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an assessment Assessment of compliance and accountants' attestationCompliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the trust fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th of such year, the Indenture Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. Failure of the Master Servicer to timely comply with this Section 3.11 shall be deemed a Servicing Default, and the Indenture Trustee may, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the 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. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Indenture Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N A hereto which are indicated as applicable to the "“indenture trustee" ” or "“securities administrator." ” In addition, the Indenture Trustee shall cause the Custodian to deliver to the Indenture Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N A hereto which are indicated as applicable to a "“custodian." ” Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrarytrust fund.
Appears in 1 contract
Samples: Servicing Agreement (Deutsche Mortgage Securities Inc)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, the Servicer shall deliver to the Trustee on or before March 15th of each calendar year (or March 24th of any calendar year in which as of the date hereofa Form 10-K will not be filed) beginning in 2008, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains applicable Servicing Criteria (as set forth in Exhibit S) during the preceding calendar year. The Assessment of Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria Criteria, which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master Servicer. On or before March 15th of each calendar year (or March 24th of any calendar year in which a Form 10-K will not be filed) beginning in 2008, that are backed by the same asset type as Servicer shall furnish to the Mortgage Loans. Such Trustee a report at of a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit CC hereto delivered registered public accounting firm reasonably acceptable to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "“Attestation Report"”). Such Attestation Report shall be in accordance with Rules 1 02(a)(3) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b2-02(g) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by S-X under the Public Company Accounting Oversight BoardSecurities Act and the Exchange Act. The Master Servicer shall cause and any subservicerSub-Servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, Report as and when provided above. Such Assessment of Compliance, which as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Sub-Servicer. Notwithstanding the foregoing, as to any Custodian, subcontractor determined by the Servicer to be “participating in the servicing function,” an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Servicer cannot deliver any Assessment of Compliance or Attestation Report by March 15th of such year (or March 24th of any calendar year in which a Form 10-K will not be filed), the Depositor may permit a cure period for the Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 25th of such year. Failure of the Master Servicer to timely comply with this Section 3.20 3.21 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, give notice to Noteholders that they have ten Business Days to object. If no such objection is received, the Indenture Trustee shall immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide an Assessment of Compliance (with respect to items (a) - (d) but not (e) above) and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit S hereto which are indicated as applicable to the “trustee”. Notwithstanding the foregoing, as to any trustee, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Each of the Servicer and the Trustee shall indemnify and hold harmless the Depositor and the Trustee, as applicable, and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Servicer’s or the Trustee’s obligations, as applicable, under this Section 3.21.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Soundview Home Loan Trust 2007-Ns1)
Assessments of Compliance and Attestation Reports. On Pursuant to Rules 13a-18 and after January 1, 200615d-18 of the Exchange Act and Item 1122(a) of Regulation AB, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 March 22nd of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance (an “Assessment of Compliance”) with the applicable Servicing Criteria (as set forth in Exhibit N) during the preceding calendar year as required by Rules 13a-18 and 15d-18 year. The Assessment of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC N hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementMaster Servicer. On or before February 28 March 22nd of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, Sub-Servicer and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, Report as and when provided above. Such Assessment of Compliance, which as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Sub-Servicer. Notwithstanding the foregoing, as to any Custodian, subcontractor determined by the Master Servicer to be “participating in the servicing function,” an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 (taking into account the cure period if permitted as set forth in the preceding paragraph) shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, give notice to Noteholders that they have ten Business Days to object. If no such objection is received, the Trustee shall immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than as provided herein with respect to unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing Fees). This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide an Assessment of Compliance (with respect to items (a) - (d) but not (e) above) and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the “trustee”. Notwithstanding the foregoing, as to any trustee, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.
Appears in 1 contract
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master The Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit R hereto). The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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, which as the Servicer shall deliver to the Trustee via electronic mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx), the Certificate Insurer and the Depositor prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of the date hereofeach year thereafter, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance must be reasonably satisfactory to the Depositor, and as set forth in Regulation AB, the Assessment of Compliance must contain the following:
(a) a. A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) b. A statement by such officer that such officer used the Servicing Criteria Criteria, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) c. An assessment by such officer of the Master 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 Master Servicer, that are backed by the same asset type as the Mortgage Loans;
(d) d. A statement that a registered public accounting firm has issued an attestation report on the Master Servicer's ’s Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) e. A statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC R hereto delivered which are indicated as applicable to the Trustee Servicer. Prior to (x) March 15, 2007 and the Depositor concurrently with the execution of this Agreement. On or before February 28 (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each calendar year beginning in 2007thereafter, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause and any subservicersub-servicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit R hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the TrusteeDepositor, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 25th of such year. Failure of the Servicer to timely comply with this Section 3.21 may be deemed a Servicer Event of Termination. The Trustee shall, with the consent of the Depositor, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, give notice to Certificateholders that they have ten Business Days to object. If no such objection is received and so long as no Certificate Insurer Default is continuing, if the Certificate Insurer consents in writing, the Trustee shall immediately terminate all the 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. This paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall, prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15th of each year thereafter, shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N R hereto which are indicated as applicable to the "“trustee" or "securities administrator." In addition, the Trustee ” The Servicer shall cause the Custodian to deliver to the Trustee indemnify and hold harmless the Depositor an Assessment of Compliance and Attestation Reportits officers, as directors and when provided aboveAffiliates from and against any actual losses, which shall at damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a minimum address each breach of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with Servicer’s obligations under this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary3.21.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (IndyMac Residential Mortgage-Backed Trust, Series 2006-L2)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee regarding the Master 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 2007, the Master Servicer shall furnish to the Trustee and the 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 Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' ’ attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "“trustee" ” or "“securities administrator." ” In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "“custodian." ” Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (BNP Paribas Mortgage Securities LLC)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer Company shall service and administer the related Company Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation AB, the Company shall deliver to the Trustee and the Depositor on or before February 28 March 1st of each calendar year beginning in 2007, a report regarding the Company's assessment of compliance (an a "Company Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Servicing Criteria during the preceding calendar year year. The Company Assessment of Compliance, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of set forth in Regulation AB, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master ServicerCompany;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit M hereto, and which will also be attached to the Company Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Master ServicerCompany;
(c) An assessment by such officer of the Master 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 Master ServicerCompany, that are backed by the same asset type as the Company Mortgage Loans;
(d) A statement that a registered public accounting firm has issued an attestation report on the Master Servicer's Company 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 Master ServicerCompany, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master ServicerCompany, that are backed by the same asset type as the Company Mortgage Loans. Such report at a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit CC M hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementCompany. On or before February 28 March 1st of each calendar year beginning in 2007, the Master Servicer Company shall furnish to the Trustee and the Depositor a report (an a "Company Attestation Report") by a registered public accounting firm that attests to, and reports on, the Company Assessment of Compliance made by the Master ServicerCompany, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer Company shall cause any subservicer, and each subcontractor determined by the Master Servicer Company to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Company Assessment of Compliance and Company Attestation Report, Report as and when provided above. Such Company Assessment of Compliance, which as to any subservicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit N M hereto which are indicated as applicable to the any "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodianprimary servicer." Notwithstanding the foregoing, as to any Custodiansubcontractor (as defined in the related servicing agreement), an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Company cannot deliver any Company Assessment of Compliance or Company Attestation Report by March 1st of such year, the Trustee, at its sole option, may permit a cure period for the Company to deliver such Company Assessment of Compliance or Company Attestation Report, but in no event later than March 10th of such year. Failure of the Master Servicer Company to timely comply with this Section 3.20 3.14 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer Company under this Agreement and in and to the Company Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer Company for the same. This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. The Trustee shall also provide a Company Assessment of Compliance and Company Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit M hereto which are indicated as applicable to the "trustee." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor a Company Assessment of Compliance and Company Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit M hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, a Company Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I LLC)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver Pursuant to the Trustee and the Depositor on or before February 28 of each calendar year beginning in 2007, a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master 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 1123 of Regulation AB, which as the Servicer shall deliver to the Issuing Entity, the Trustee, the Depositor, the Credit Enhancer and each Rating Agency on or before March 15th of the date hereofeach calendar year beginning in 200_, require a report by regarding the Servicer’s assessment of compliance (an authorized officer “Assessment of Compliance”) with the related Servicer that contains Servicing Criteria during the preceding calendar year. The Assessment of Compliance must be reasonably satisfactory to the Trustee, and as set forth in Regulation AB, the Assessment of Compliance must contain the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria attached as Exhibit B hereto, and which will also be attached to the Assement of Compliance, to assess compliance with the Servicing Criteria applicable to the Master Servicer;
(c) An assessment by such officer of the Master 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 Master 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 Master 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 Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 CC B hereto delivered which are indicated as applicable to the Trustee and the Depositor concurrently with the execution of this AgreementServicer. On or before February 28 March 15 of each calendar year beginning in 2007200_, the Master Servicer shall furnish to the Trustee Issuing Entity, the Trustee, the Depositor, the Credit Enhancer and the Depositor each Rating Agency a report (an "“Attestation Report"”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, and each subcontractor determined by the Master Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 4.03 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee Master Servicer may, in addition to whatever rights the Trustee Master Servicer may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer except for compensation due under Section 8.01(b) and the same. This paragraph shall supercede any other provision in this Agreement or any other agreement right to the contraryExcess Servicing Strip.
Appears in 1 contract
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, each Servicer and the Master Special Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing Criteria. The Master Each Servicer and the Special Servicer shall deliver to the Trustee and the Depositor on or before February 28 March 10 of each calendar year beginning in 20072007 (and no later than April 15 of any calendar year in which the Trust Fund is no longer subject to the Exchange Act reporting requirements), a report (an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master related Servicer's or the Special 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, which as of the date hereof, require a report by an authorized officer of the related Servicer or the Special Servicer that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master related Servicer or the Special Servicer;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master related Servicer or the Special Servicer;
(c) An assessment by such officer of the Master related Servicer's or the Special 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 Master related Servicer or the Special 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 Master related Servicer's or the Special 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 Master related Servicer or the Special Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master related Servicer or the Special 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 CC EE hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. If the Trustee or the Depositor has not received the related Assessment of Compliance by March 10 of the related year (and no later than April 15 of any calendar year in which the Trust Fund is no longer subject to the Exchange Act reporting requirements), such party shall notify the related Servicer by telephone and email, or by telephone and fax, of such failure. On or before February 28 March 10 of each calendar year beginning in 20072007 (and no later than April 15 of any calendar year in which the Trust Fund is no longer subject to the Exchange Act reporting requirements), each Servicer and the Master Special Servicer shall furnish to the Trustee and the 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 Master related Servicer or the Special Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master If the Trustee or the Depositor has not received the related Attestation Report by March 10 of the related year (and no later than April 15 of any calendar year in which the Trust Fund is no longer subject to the Exchange Act reporting requirements), such party shall notify the related Servicer by telephone and email, or by telephone and fax, of such failure. Each Servicer shall cause any subservicerSubservicer to which such Servicer delegated any of its responsibilities with respect to the related Mortgage Loans, and each subcontractor Subcontractor determined by the Master such Servicer to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestationattestation by March 10 of any calendar year during which the Trust Fund is subject to the Exchange Act reporting requirements. If For so long as the Master Servicer cannot deliver Trust Fund is subject to the related Assessment of Compliance or Attestation Report by February 28th of such yearExchange Act reporting requirements, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide to the Depositor an Assessment of Compliance and Attestation ReportReport with respect to itself, as and when provided aboveabove by March 15, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N EE hereto which are indicated as applicable to the "trustee" or ."securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Default, automatically, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Home Equity Mortgage Pass-Through Certificates, Series 2006-1)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the Master Servicer shall service and administer the related Mortgage Loans in accordance (a) By March 15th (with all applicable requirements of the Servicing Criteria. The Master Servicer shall deliver to the Trustee and the Depositor on or before February 28 no cure period) of each calendar year beginning during which a Form 10-K is required to be filed pursuant to Section 4.06 hereunder, commencing in March 2007, the Servicer, the Master Servicer, the Trust Administrator and the Custodian (if a party to this Agreement, or otherwise pursuant to the Custodial Agreement), each at its own expense, shall furnish or otherwise make available, and each such party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust Administrator (and the Trust Administrator shall furnish or otherwise make available to the Depositor), a report (on an "Assessment of Compliance") reasonably satisfactory to the Trustee regarding the Master Servicer's assessment of compliance with the Relevant 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, which as of the date hereof, require a report by an authorized officer of the related Servicer that contains the following:
(aA) A a statement by such officer party of its responsibility for assessing compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (bB) A a statement by such officer that such officer party used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria applicable to the Master Servicer;
Criteria, (cC) An such party’s assessment by such officer of the Master Servicer's compliance with the applicable Relevant Servicing Criteria as of and for the period consisting of fiscal year covered by the preceding calendar yearForm 10-K required to be filed pursuant to Section 4.06, including disclosure of including, if there has been any material instance of noncompliance with respect thereto during the Relevant Servicing Criteria, a discussion of each such periodfailure and the nature and status thereof, which assessment shall be based on the activities it performs with respect to asset-backed securities transactions taken as and (D) a whole involving the Master 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 such party’s assessment of compliance with the Master Servicer's Assessment Relevant Servicing Criteria as of Compliance and for such period (the period consisting “Attestation Report”). Any Servicing Function Participant, shall deliver such assessment of compliance only for so long as the preceding calendar year; Trust is subject to the Exchange Act reporting requirements. Promptly after receipt of each such report on assessment of compliance, (i) the Depositor shall review each such report and
(e) A statement as to which of the Servicing Criteria, if anyapplicable, are not applicable to consult with the Servicer, the Master Servicer, which statement the Trust Administrator and the Custodian (if a party to this Agreement, or otherwise pursuant to the Custodial Agreement), and any Servicing Function Participant engaged by such parties, as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (ii) the Trust Administrator shall be based on confirm that the activities it performs with respect to asset-backed securities transactions assessments, taken as a whole involving whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O and notify the Depositor of any exceptions. The Master Servicer shall include all annual reports on assessment of compliance received by it from the Servicers with its own assessment of compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Servicer, the Master Servicer, that are backed by the same asset type as Trust Administrator, the Mortgage Loans. Such report at Custodian (if a minimum shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit CC hereto delivered party to this Agreement, or otherwise pursuant to the Trustee Custodial Agreement), or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the Depositor concurrently with the execution terms of this Agreement. On , or before February 28 any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.21, or the relevant section of such other applicable agreement, notwithstanding any such termination, assignment or resignation.
(b) By March 15th (with no cure period) of each calendar year beginning year, commencing in March 2007, the Servicer, the Master Servicer shall furnish Servicer, the Trust Administrator and the Custodian (if a party to this Agreement, or otherwise pursuant to the Trustee Custodial Agreement), each at its own expense, shall cause, and the Depositor a report (an "Attestation Report") each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm that attests to(which may also render other services to the Servicer, and reports on, the Assessment of Compliance made by the Master Servicer, the Trust Administrator, the Custodian, or such other Servicing Function Participants, as required by Rules 13a-18 the case may be) and 15d-18 that is a member of the Exchange Act American Institute of Certified Public Accountants to furnish an attestation report to the Trust Administrator and Item 1122(bthe Depositor, to the effect that (i) it has obtained a representation regarding certain matters from the management of Regulation ABsuch party, which Attestation Report must be made includes an assertion that such party has complied with the Relevant Servicing Criteria, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation reports engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Promptly after receipt of each such assessment of compliance and attestation report, the Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.21(a) is coupled with an attestation meeting the requirements of this Section and notify the Depositor of any exceptions. The Master Servicer shall cause any subservicer, and include each subcontractor determined such attestation furnished to it by the Master Servicer Servicers with its own attestation to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor an assessment of compliance and accountants' attestation. If the Master Servicer cannot deliver the related Assessment of Compliance or Attestation Report by February 28th of such year, the Trustee, at its sole option, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect submitted to the Trust FundAdministrator pursuant to this Section. In the event the Servicer, the Master Servicer, the Trust Administrator, the Custodian (if a party to this Agreement, or otherwise pursuant to the Custodial Agreement), or any Servicing Function Participant engaged by any such party, is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement, or any applicable custodial agreement or sub-servicing agreement, as the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section 3.21(b), or the relevant section of such other applicable agreement, notwithstanding any such termination, assignment or resignation.
(c) Failure of the Master Servicer to timely comply with this Section 3.20 3.21 shall be deemed an a Servicer Event of Default, automaticallyand upon written receipt of notice (which notice may be delivered electronically) from the Trust Administrator of such Servicer Event of Default, without notice and without any cure period, and the Trustee or the Master Servicer, as applicable, at the direction of the Depositor may, in addition to whatever rights the Trustee or the Master Servicer, as applicable, may have under this Agreement and at law or equity or to damagesin equity, including injunctive relief and specific performance, upon notice immediately terminate (as provided in Section 7.01(a)) all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the samesame (other than the Servicer’s rights to reimbursement of unreimbursed Advances and Servicing Advances and accrued and unpaid Servicing Fees in the manner provided in this Agreement). This paragraph shall supercede supersede any other provision in this Agreement or any other agreement to the contrary. Each of the Servicer, the Master Servicer, the Trust Administrator and the Custodian (if a party to this Agreement, or otherwise pursuant to the Custodial Agreement) shall indemnify and hold harmless the Depositor, the Master Servicer and the Trust Administrator and its respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the obligations of such Indemnifying Party under this Section 3.21. The parties hereto acknowledge that any duties or actions of Deutsche Bank National Trust Company as Custodian are subject to the terms and provisions of the Custodial Agreement. If the indemnifications provided for herein are unavailable or insufficient to hold harmless any indemnified party, then the indemnifying party 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 indemnifying party on the other. This indemnification shall survive the termination of this Agreement or the termination of the indemnifying party.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Nc3)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, each of the Master Servicer and the Indenture Trustee shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit F). The Each of the Master Servicer and the Indenture Trustee shall deliver to the Trustee and Depositor (and, in the Depositor case of delivery by the Master Servicer to the Depositor, a copy to the Indenture Trustee) on or before February 28 March 15th of each calendar year beginning in 2007[____], a report (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee Depositor regarding the Master Servicer's ’s and Indenture Trustee’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 ABAB (the "Servicing Criteria"), which as of the date hereof, require a report by an authorized officer of the related Master Servicer or the Indenture Trustee that contains the following:
(a) A statement by such officer of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master ServicerServicer or the Indenture Trustee;
(b) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master ServicerServicer or the Indenture Trustee;
(c) An assessment by such officer of the Master Servicer's ’s or Indenture Trustee’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 Master ServicerServicer or the Indenture Trustee, as applicable, 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 Master Servicer's ’s or Indenture Trustee’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 Master ServicerServicer or Indenture Trustee, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master ServicerServicer or Indenture Trustee, 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 CC F hereto delivered to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Indenture Trustee) concurrently with the execution of this Agreement. On or before February 28 March 15th of each calendar year beginning in 2007, each of the Master Servicer and the Indenture Trustee shall furnish to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Indenture Trustee) a report (an "“Attestation Report"”) by a registered public accounting firm that attests to, and reports on, the Assessment of Compliance made by the Master ServicerServicer or the Indenture Trustee, as applicable, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Each of the Master Servicer and the Indenture Trustee shall cause any subservicerservicer, and each subcontractor determined by the Master Servicer or the Trustee, as applicable, to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and Depositor (and, in the Depositor case of the Master Servicer, the Indenture Trustee) an assessment of compliance and accountants' ’ attestation. If the Master Servicer or the Indenture Trustee cannot deliver the related Assessment of Compliance or Attestation Report by February 28th March 15th of such year, the TrusteeDepositor, at its sole option, may permit a cure period for the Master Servicer or the Indenture Trustee, as applicable, to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 30th of such year. The Trustee shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to the "trustee" or "securities administrator." In addition, the Trustee shall cause the Custodian to deliver to the Trustee and the Depositor an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 3.21 shall be deemed an Event of a Master Servicing Default, automatically, without notice and without any cure period, and the Indenture Trustee may, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans serviced by it and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.
Appears in 1 contract
Samples: Servicing Agreement (GE-WMC Mortgage Securities, L.L.C.)
Assessments of Compliance and Attestation Reports. On and after January 1, 2006, the (a) The Master Servicer shall service and administer the related Mortgage Loans in accordance with all applicable requirements of the Servicing CriteriaCriteria (as set forth in Exhibit F hereto). The Master Servicer shall deliver to the Trustee Depositor and the Securities Administrator or cause to be delivered to the Depositor and the Securities Administrator, on or before February 28 March 1st of each calendar year beginning in 2007, the following:
(i) a report (an "“Assessment of Compliance"”) reasonably satisfactory to the Trustee regarding the Master Servicer's ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year year, as required by under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the date hereof, require a . Such report shall be signed by an authorized officer of the related Servicer that contains the following:
(a) A statement by such officer Master Servicer, and shall address each of its responsibility for assessing compliance with the Servicing Criteria applicable to the Master Servicerset forth in Exhibit F hereto;
(bii) A statement by such officer that such officer used the Servicing Criteria to assess compliance with the Servicing Criteria applicable to the Master Servicer;
a report (can “Attestation Report”) An assessment by such officer of the Master 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 Master 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 reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by the Master Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;
(iii) from each Sub-Servicer's , and each subcontractor determined by the Master Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, an Assessment of Compliance for the period consisting and Attestation Report as and when provided in paragraphs (i) and (ii) of the preceding calendar yearthis Section 2.21(a); and
(eiv) A a statement as to which of the Servicing Criteria, if any, are not applicable to the Master Servicer, which statement shall be based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Master 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 .
(b) As provided in the form of Exhibit CC hereto delivered to the Trustee and the Depositor concurrently with the execution of this Agreement. On or before February 28 of each calendar year beginning in 20072.21(a)(iii) above, the Master Servicer shall furnish to the Trustee and the Depositor a report (an "Attestation Report") by a registered public accounting firm that attests toshall, and reports on, the Assessment of Compliance made by the Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. The Master Servicer shall cause any subservicer, Sub-Servicer and each subcontractor determined by the Master Servicer to be "“participating in the servicing function" ” within the meaning of Item 1122 of Regulation ABAB to, to deliver to the Trustee Securities Administrator and the Depositor an assessment Assessment of compliance Compliance and accountants' attestationAttestation Report as and when provided above. Such Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address each of the Servicing Criteria specified on Exhibit F hereto which are indicated as applicable to any “primary servicer.” Notwithstanding the foregoing, as to any subcontractor, an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. If the Master Servicer cannot deliver the related any Assessment of Compliance or Attestation Report by February 28th March 1st of such year, the Indenture Trustee, at its sole optionthe direction of the Depositor, may permit a cure period for the Master Servicer to deliver such Assessment of Compliance or Attestation Report, but in no event later than March 10th 15th of such year. Failure of the Master Servicer to timely comply with this Section 2.21 shall be deemed a Master Servicer Event of Default, and upon the receipt of written notice from the Indenture Trustee of such Event of Default, the Indenture Trustee at the direction of the Depositor may, in addition to whatever rights the Indenture Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, upon notice immediately terminate all the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary. The Trustee Securities Administrator shall also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N F hereto which are indicated as applicable to the "trustee" or "securities administrator." In additionSecurities Administrator. The Paying Agent, the Trustee Certificate Registrar and Authenticating Agent shall cause the Custodian to deliver to the Trustee and the Depositor also provide an Assessment of Compliance and Attestation Report, as and when provided above, which shall at a minimum address each of the Servicing Criteria specified on Exhibit N F hereto which are indicated as applicable to a "custodian." Notwithstanding the foregoingPaying Agent, as Certificate Registrar and Authenticating Agent. The Master Servicer shall on behalf of the Indenture Trustee enforce the obligations of the Custodian under the Custodial Agreement to any Custodian, provide an Assessment of Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund. Failure of the Master Servicer to timely comply with this Section 3.20 shall be deemed an Event of Defaultand Attestation Report, automaticallyas, without notice and without any cure period, and the Trustee may, in addition to whatever rights the Trustee may have under this Agreement and at law or equity or to damages, including injunctive relief and specific performance, terminate all the rights and obligations of the Master Servicer under this Agreement and in when and to the Mortgage Loans serviced by it and extent set forth in the proceeds thereof without compensating the Master Servicer for the same. This paragraph shall supercede any other provision in this Agreement or any other agreement to the contraryCustodial Agreement.
Appears in 1 contract
Samples: Servicing Agreement (Citigroup Mortgage Loan Trust 2006-Ar1)
