Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXX"), a Distribution Report on Form 10-D, signed by the Master Servicer, with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statement; provided that the Trustee shall have received no later than 2 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) below, the following information: (A) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer; (B) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable from the Seller; (C) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable; (D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, from the Seller; (E) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Seller; (F) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller and the Master Servicer; and (G) Any exhibits to the Form 10-D from the Seller. (ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to: (A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement and any subservicer that signs a subservicing agreement) from the Depositor, the Seller or the Master Servicer as applicable; (B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and (C) Any Securities Act update provided by the Seller. (iii) Prior to January 30 in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 and 3.17 and a certification in the form attached hereto as Exhibit K (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, Seller and the Master Servicer shall provide the Trustee with the following information, as applicable, no later than March 1 of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) below: (A) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, Seller and the Master Servicer; (B) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Opteum Mortgage Acceptance CORP), Pooling and Servicing Agreement (Opteum Mortgage Acceptance CORP)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXEDGAR"), a Distribution Report on Form 10-D, signed by the Master ServicerSerxxxxx, with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statement; provided that the Trustee shall have received no later than 2 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) below, the following information:
(A) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(B) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable from the Seller;
(C) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, from the Seller;
(E) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Seller;
(F) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller and the Master Servicer; and
(G) Any exhibits to the Form 10-D from the Seller.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement and any subservicer that signs a subservicing agreement) from the Depositor, the Seller or the Master Servicer as applicable;
(B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(C) Any Securities Act update provided by the Seller.
(iii) Prior to January 30 in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 and 3.17 and a certification in the form attached hereto as Exhibit K (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, Seller and the Master Servicer shall provide the Trustee with the following information, as applicable, no later than March 1 of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) below:
(A) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, Seller and the Master Servicer;
(B) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(C) A description of any affiliations between the transaction parties pursuant to Item 1119 of Regulation AB from the Seller; and
(D) The Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.19 and 3.20.
(iv) As to each item of information required to be included in any Form 10-D, Form 8-K or Form 10-K, the Trustee's obligation to include the information in the applicable report is subject to receipt from the entity that is indicated in Exhibit __ as the responsible party for providing that information, if other than the Trustee, as and when required as described above. Each of the Master Servicer, Seller and Depositor hereby agree to notify and provide to the Trustee all information that is required to be included in any Form 10-D, Form 8-K or Form 10-K, with respect to which that entity is indicated in Exhibit __ as the responsible party for providing that information. [The Swap Provider will be obligated pursuant to the Swap Agreement to provide to the Trustee any information that may be required to be included in any Form 10-D, Form 8-K or Form 10-K. The Trustee shall be responsible for determining the significance percentage (as defined in Item 1115 of Regulation AB) of the Swap Provider at any time. The Master Servicer shall be responsible for determining the pool concentration applicable to any subservicer or originator at any time, for purposes of disclosure as required by Items 1117 and 1119 of Regulation AB.]
(v) The Depositor hereby grants to the Master Servicer a limited power of attorney to sign each Form 10-D, Form 8-K and Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (x) receipt by the Master Servicer from the Depositor of written termination of such power of attorney and (y) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this Section 8.11; provided, however, the Trustee will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Copies of all reports filed by the Trustee under the Exchange Act shall be sent to: the Depositor c/o [_____________________________]. Fees and expenses incurred by the Trustee in connection with this Section 8.11 shall not be reimbursable from the Trust Fund.
(b) Not later than 15 calendar days before the date on which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trustee shall sign a certification in the form attached hereto as Exhibit L (the "Trustee Certification") for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trustee shall, subject to the provisions of Section 8.01 and 8.02 hereof, 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 arising out of or based upon a breach of the Trustee's obligations under this Section 8.11 or any inaccuracy made in the Trustee Certification. If the indemnification provided for in this Section 8.11(b) is unavailable or insufficient to hold harmless such Persons, then the Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other. The Trustee acknowledges that the Depositor is relying on the Trustee's performance of its obligations under this Section 8.11 in order to perform its obligations under Section 8.11(a) above.
(c) Not later than 15 calendar days before the date on which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trustee an Officer's Certificate for the prior calendar year in substantially the form of Exhibit M to this Agreement. The Master Servicer agrees to indemnify and hold harmless the Depositor, the Trustee and each Person, if any, who "controls" the Depositor or the Trustee 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, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or caused to be delivered when required any Officer's Certificate pursuant to this Section 8.11(c), or (ii) any material misstatement or omission contained in any Officer's Certificate provided pursuant to this Section 8.11(c). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 8.11(c) by such Servicer is unavailable or insufficient to hold harmless such Persons, then such Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trustee on the one hand and such Servicer on the other. Each Servicer acknowledges that the Depositor and the Trustee are relying on the Master Servicer's performance of its obligations under this Agreement in order to perform their respective obligations under this Section 8.11.
(d) Nothing shall be construed from the foregoing subsections (a), (b) and (c) to require the Trustee or any officer, director or Affiliate thereof to sign any Form 10-K or any certification contained therein. Furthermore, the inability of the Trustee to file a Form 10-K as a result of the lack of required information as set forth in Section 8.11(a) or required signatures on such Form 10-K or any certification contained therein shall not be regarded as a breach by the Trustee of any obligation under this Agreement.
(e) Notwithstanding the provisions of Section 10.01, this Section 8.12 may be amended without the consent of the Certificateholders.
(f) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (American Home Mortgage Assets LLC), Pooling and Servicing Agreement (BNP Paribas Mortgage Securities LLC)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXXXXXX"), a Distribution Report on Form 10-D, signed by the Master Servicer, with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statement; provided that the Trustee shall have received no later than 2 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) below, the following information:
(A) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(B) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable from the Seller;
(C) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, from the Seller;
(E) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Seller;
(F) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller and the Master Servicer; and
(G) Any exhibits to the Form 10-D from the Seller.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement and any subservicer that signs a subservicing agreement) from the Depositor, the Seller or the Master Servicer as applicable;
(B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(C) Any Securities Act update provided by the Seller.
(iii) Prior to January 30 in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 and 3.17 and a certification in the form attached hereto as Exhibit K (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, Seller and the Master Servicer shall provide the Trustee with the following information, as applicable, no later than March 1 of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) below:
(A) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, Seller and the Master Servicer;
(B) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(C) A description of any affiliations between the transaction parties pursuant to Item 1119 of Regulation AB from the Seller; and
(D) The Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.19 and 3.20.
(iv) As to each item of information required to be included in any Form 10-D, Form 8-K or Form 10-K, the Trustee's obligation to include the information in the applicable report is subject to receipt from the entity that is indicated in Exhibit __ as the responsible party for providing that information, if other than the Trustee, as and when required as described above. Each of the Master Servicer, Seller and Depositor hereby agree to notify and provide to the Trustee all information that is required to be included in any Form 10-D, Form 8-K or Form 10-K, with respect to which that entity is indicated in Exhibit __ as the responsible party for providing that information. [The Swap Provider will be obligated pursuant to the Swap Agreement to provide to the Trustee any information that may be required to be included in any Form 10-D, Form 8-K or Form 10-K. The Trustee shall be responsible for determining the significance percentage (as defined in Item 1115 of Regulation AB) of the Swap Provider at any time. The Master Servicer shall be responsible for determining the pool concentration applicable to any subservicer or originator at any time, for purposes of disclosure as required by Items 1117 and 1119 of Regulation AB.]
(v) The Depositor hereby grants to the Master Servicer a limited power of attorney to sign each Form 10-D, Form 8-K and Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (x) receipt by the Master Servicer from the Depositor of written termination of such power of attorney and (y) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this Section 8.11; provided, however, the Trustee will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Copies of all reports filed by the Trustee under the Exchange Act shall be sent to: the Depositor c/o [_____________________________]. Fees and expenses incurred by the Trustee in connection with this Section 8.11 shall not be reimbursable from the Trust Fund.
(b) Not later than 15 calendar days before the date on which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trustee shall sign a certification in the form attached hereto as Exhibit L (the "Trustee Certification") for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trustee shall, subject to the provisions of Section 8.01 and 8.02 hereof, 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 arising out of or based upon a breach of the Trustee's obligations under this Section 8.11 or any inaccuracy made in the Trustee Certification. If the indemnification provided for in this Section 8.11(b) is unavailable or insufficient to hold harmless such Persons, then the Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other. The Trustee acknowledges that the Depositor is relying on the Trustee's performance of its obligations under this Section 8.11 in order to perform its obligations under Section 8.11(a) above.
(c) Not later than 15 calendar days before the date on which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trustee an Officer's Certificate for the prior calendar year in substantially the form of Exhibit M to this Agreement. The Master Servicer agrees to indemnify and hold harmless the Depositor, the Trustee and each Person, if any, who "controls" the Depositor or the Trustee 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, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or caused to be delivered when required any Officer's Certificate pursuant to this Section 8.11(c), or (ii) any material misstatement or omission contained in any Officer's Certificate provided pursuant to this Section 8.11(c). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 8.11(c) by such Servicer is unavailable or insufficient to hold harmless such Persons, then such Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trustee on the one hand and such Servicer on the other. Each Servicer acknowledges that the Depositor and the Trustee are relying on the Master Servicer's performance of its obligations under this Agreement in order to perform their respective obligations under this Section 8.11.
(d) Nothing shall be construed from the foregoing subsections (a), (b) and (c) to require the Trustee or any officer, director or Affiliate thereof to sign any Form 10-K or any certification contained therein. Furthermore, the inability of the Trustee to file a Form 10-K as a result of the lack of required information as set forth in Section 8.11(a) or required signatures on such Form 10-K or any certification contained therein shall not be regarded as a breach by the Trustee of any obligation under this Agreement.
(e) Notwithstanding the provisions of Section 10.01, this Section 8.12 may be amended without the consent of the Certificateholders.
(f) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (American Home Mortgage Assets LLC), Pooling and Servicing Agreement (American Home Mortgage Securities LLC)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXXXXXX"), a Distribution Report on Form 10-DD (which shall, signed if applicable, provide the information required by each of the Master Servicer, items set forth in Part II thereof) with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statementan exhibit thereto; provided that the Trustee shall have received no later than 2 10 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) belowfiled, the following information:
(A) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(B) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable applicable, from the SellerDepositor, the Seller or Servicer;
(C) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer if applicable;
(D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, report from the SellerDepositor;
(E) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the SellerDepositor;
(F) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller Depositor and the Master Servicer; and
(G) Any exhibits to the Form 10-D from the SellerDepositor.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, Trust at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one two Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement this Agrement and any subservicer Sub-Servicer that signs a subservicing Sub-Servicing agreement) from the Depositor, the Seller or the Master Servicer Servicers as applicable;
(B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(C) Any Securities Act update provided by the SellerDepositor.
(iii) Prior to January 30 30th in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 15th of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 3.20 and 3.143.21. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 31st of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 3.20 and 3.17 3.21 and a certification in the form attached hereto as Exhibit K R-1 (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, the Seller and the Master Servicer Servicers shall provide the Trustee with the following information, as applicable, no later than March 1 15th of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) belowK:
(A) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, the Seller and the Master Masteer Servicer;
(B) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer Servicer, if applicable;
(C) A description of any affiliations between the transaction parties pursuant to Item 1119 of Regulation AB from the Depositor; and
(D) The Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Servicer pursuant to Sections 3.20 and 3.21.
(b) The Depositor hereby grants to the Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this Section 3.25; provided, however, the Trustee will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Copies of all reports filed by the Trustee under the Exchange Act shall be sent to the Depositor electronically or at the addressed set forth in Section 11.05. Fees and expenses incurred by the Trustee in connection with this Section 3.25 shall not be reimbursable from the Trust Fund.
(c) The Trustee shall sign a certification (in the form attached hereto as Exhibit R-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). The Trustee's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, the immediately preceding Business Day) and the Depositor shall deliver the Depositor Certification to the Trustee for filing no later than March 20th of each year (or if such day is not a Business Day, the immediately preceding Business Day).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXEDGAR"), a Distribution Report on Form 10-D, signed by the Master ServicerServxxxx, with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statement; provided that the Trustee shall have received no later than 2 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) below, the following information:
(Ai) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(Bii) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable from the Seller;
(Ciii) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(Div) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, from the Seller;
(Ev) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Seller;
(Fvi) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller and the Master Servicer; and
(Gvii) Any exhibits to the Form 10-D from the Seller.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement and any subservicer that signs a subservicing agreement) from the Depositor, the Seller or the Master Servicer as applicable;
(B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(C) Any Securities Act update provided by the Seller.
(iii) Prior to January 30 in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 and 3.17 and a certification in the form attached hereto as Exhibit K (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, Seller and the Master Servicer shall provide the Trustee with the following information, as applicable, no later than March 1 of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) below:
(A) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, Seller and the Master Servicer;
(B) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MILA Mortgage Acceptance, Inc.)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXEDGAR"), a Distribution Report on Form 10-DD (which shall, signed if applicabxx, xrovide the information required by each of the Master Servicer, items set forth in Part II thereof) with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statementan exhibit thereto; provided that the Trustee shall have received no later than 2 10 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) belowfiled, the following information:
(A) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(B) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable applicable, from the SellerDepositor, the Seller or Master Servicer;
(C) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer if applicable;
(D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, report from the SellerDepositor;
(E) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the SellerDepositor;
(F) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller Depositor and the Master Servicer; and
(G) Any exhibits to the Form 10-D from the SellerDepositor.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, Trust at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one two Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement this Agrement and any subservicer Sub-Servicer that signs a subservicing Sub-Servicing agreement) from the Depositor, the Seller or the Master Servicer Servicers as applicable;
(B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(C) Any Securities Act update provided by the SellerDepositor.
(iii) Prior to January 30 30th in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 15th of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 3.20 and 3.143.21. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 31st of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 3.20 and 3.17 3.21 and a certification in the form attached hereto as Exhibit K R-1 (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, the Seller and the Master Servicer Servicers shall provide the Trustee with the following information, as applicable, no later than March 1 15th of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) belowK:
(A) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, the Seller and the Master Masteer Servicer;
(B) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer Servicer, if applicable;
(C) A description of any affiliations between the transaction parties pursuant to Item 1119 of Regulation AB from the Depositor; and
(D) The Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.20 and 3.21.
(b) The Depositor hereby grants to the Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this Section 3.25; provided, however, the Trustee will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Copies of all reports filed by the Trustee under the Exchange Act shall be sent to the Depositor electronically or at the addressed set forth in Section 11.05. Fees and expenses incurred by the Trustee in connection with this Section 3.25 shall not be reimbursable from the Trust Fund.
(c) The Trustee shall sign a certification (in the form attached hereto as Exhibit R-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). The Trustee's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, the immediately preceding Business Day) and the Depositor shall deliver the Depositor Certification to the Trustee for filing no later than March 20th of each year (or if such day is not a Business Day, the immediately preceding Business Day). The Trustee shall subject to the provisions of Sections 8.01 and 8.02 hereof, indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon third party claims relating to information included in any Form 10-K provided by the Trustee other than any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs arising out of third party claims relating to information contained in the Depositor Certification, the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.20 and 3.21. In addition, the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee's obligations under this Section 3.25 or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Trustee, in connection with a breach of the Trustee's obligations under this Section 3.25 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other.
(d) Nothing shall be construed from the foregoing subsections (a), (b) and (c) to require the Trustee or any officer, director or Affiliate thereof to sign any Form 10-K or any certification contained therein. Furthermore, the inability of the Trustee to file a Form 10-K as a result of the lack of required information as set forth in Section 3.25(a) or required signatures on such Form 10-K or any certification contained therein shall not be regarded as a breach by the Trustee of any obligation under this Agreement.
(e) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information.
(f) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust.
(g) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 3.22(b) comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it will reasonably cooperate to amend the provisions of this Section 3.22(b) in order to comply with such amended reporting requirements and such amendment of this Section 3.22(b). Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations and immunities under this Agreement.
(h) Each of the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21 and this Section 3.25 of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB promulgated by the Commission under the 1934 Act (17 C.F.R. ss.ss. 229.1100 - 229.1123), as such may be amended from time to time xxx subject to clarification and interpretive advice as may be issued by the staff of the Commission from time to time. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties' obligations hereunder will be supplemented and modified as 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, (c) the parties shall comply with requests made by the Depositor for delivery of additional or different information as the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties' obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mortgage Acceptance Corp)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXEDGAR"), a Distribution Report on Form 10-DD (which shall, signed if applicablx, xxovide the information required by each of the Master Servicer, items set forth in Part II thereof) with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statementan exhibit thereto; provided that the Trustee shall have received no later than 2 10 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) belowfiled, the following information:
(AI) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(BII) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable applicable, from the SellerDepositor, the Seller or Master Servicer;
(CIII) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer if applicable;
(DIV) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, report from the SellerDepositor;
(EV) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the SellerDepositor;
(FVI) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller Depositor and the Master Servicer; and
(GVII) Any exhibits to the Form 10-D from the SellerDepositor.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, Trust at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one two Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(AI) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement this Agreement and any subservicer Sub-Servicer that signs a subservicing Sub-Servicing agreement) from the Depositor, the Seller or the Master Servicer Servicers as applicable;
(BII) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(CIII) Any Securities Act update provided by the SellerDepositor.
(iii) Prior to January 30 30th in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable, so long as at the beginning of the fiscal year following the securities offering, the securities of each class is held by fewer than 300 record holders. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 15th of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 3.20 and 3.143.21. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 31st of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 3.20 and 3.17 3.21 and a certification in the form attached hereto as Exhibit K J-1 (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, the Seller and the Master Servicer Servicers shall provide the Trustee with the following information, as applicable, no later than March 1 15th of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) belowK:
(AI) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, the Seller and the Master Servicer;
(BII) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer Servicer, if applicable;
(III) A description of any affiliations between the transaction parties pursuant to Item 1119 of Regulation AB from the Depositor; and
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Park Place Securities, Inc.)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXEDGAR"), a Distribution Report on Form 10-D, signed by the Master Servicer, D with a copy of the monthly statement monthlx xxxtement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statementan exhibit thereto; provided that the Trustee shall have received no later than 2 10 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) belowfiled, the following information:
(A) A. Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master ServicerServicers;
(B) B. Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable from the Seller;
(C) C. A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer Servicers or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer Servicers if applicable;
(D) D. The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, from the Seller;
(E) E. The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Seller;
(F) F. Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller and the Master ServicerServicers; and
(G) G. Any exhibits to the Form 10-D from the Seller.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, Trust at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer Servicers shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one two Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(A) A. Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer Servicers (including any servicer that does not sign the pooling and servicing agreement and any subservicer that signs a subservicing agreement) from the Depositor, the Seller or the Master Servicer Servicers as applicable;
(B) B. Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer Servicers as applicable; and
(C) C. Any Securities Act update provided by the Seller.
(iii) Prior to January 30 in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master each Servicer pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer Servicers pursuant to Sections 3.16 and 3.17 and a certification in the form attached hereto as Exhibit K W (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, Seller and the Master Servicer Servicers shall provide the Trustee with the following information, as applicable, no later than March 1 of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) belowK:
(A) A. Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, Seller and the Master ServicerServicers;
(B) B. A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer Servicers or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer Servicers if applicable;
C. A description of any affiliations between the transaction parties pursuant to Item 1119 of Regulation AB from the Seller; and
D. The Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by each Servicer pursuant to Sections 3.16 and 3.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Commission Reporting. (ia) Within Not later than 15 calendar days after each Distribution Date, before the Trustee shall, in accordance with industry standards, file with date on which the Commission via the Electronic Data Gathering and Retrieval System ("EXXXX"), a Distribution Report Depositor's annual report on Form 10-D, signed by the Master Servicer, with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statement; provided that the Trustee shall have received no later than 2 days prior to the date such Distribution Report on Form 10-D K is required to be provided to filed in accordance with the Trustee as described in clause Exchange Act and the rules and regulations of the Commission (a)(iv) belowor, if such day is not a Business Day, the following information:
(A) Notice of any material modificationsimmediately preceding Business Day), extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(B) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable from the Seller;
(C) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material will deliver to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, from the Seller;
(E) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Seller;
(F) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller and the Master Servicer; and
(G) Any exhibits to the Form 10-D from the Seller.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or Trustee and the Securities Administrator an Officer's Certificate for the prior calendar year in substantially the form of Exhibit N to this Agreement. The Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K agrees to indemnify and shall have delivered to the Trustee no later than one Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement and any subservicer that signs a subservicing agreement) from the Depositor, the Seller or the Master Servicer as applicable;
(B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from hold harmless each of the Depositor, the Seller Securities Administrator and each Person, if any, who "controls" the Depositor or the Securities Administrator within the meaning of the 1933 Act and their respective officers and directors against any and all losses, penalties, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer as applicable; and
to deliver or cause to be delivered when required any Officer's Certificate required pursuant to this Section 6.22, or (Cii) Any Securities Act update any material misstatement or omission contained in any Officer's Certificate provided pursuant to this Section 6.22. If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 6.22 by the Seller.
(iii) Prior Master Servicer is unavailable or insufficient to January 30 in each year commencing in 2007hold harmless such Persons, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, then the Master Servicer shall provide contribute to the Trustee with an Annual Compliance Statement, together with amount paid or payable by such Persons as a copy result of the Assessment losses, claims, damages or liabilities of Compliance and Attestation Report such Persons in such proportion as is appropriate to be delivered by reflect the Master Servicer pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 and 3.17 and a certification in the form attached hereto as Exhibit K (the "Depositor Certification"), which shall be signed by the senior officer relative fault of the Depositor in charge of securitization. The Depositor, Seller or Securities Administrator on the one hand and the Master Servicer shall provide on the Trustee with other. The Master Servicer acknowledges that the following information, as applicable, no later than March 1 of each calendar year prior to Depositor and the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) below:
(A) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, Seller and Securities Administrator are relying on the Master Servicer;
(B) A description 's performance of any legal proceedings pending, including proceedings known its obligations under this Agreement in order to be contemplated by governmental authorities, against the Depositor, Seller perform their respective obligations under Section 6.20 and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;this Section 6.22.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2004-S1)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXEDGAR"), a Distribution Report on Form 10-DD (which shall, signed if applicablx, xxovide the information required by each of the Master Servicer, items set forth in Part II thereof) with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statementan exhibit thereto; provided that the Trustee shall have received no later than 2 10 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) belowfiled, the following information:
(AI) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(BII) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable applicable, from the SellerDepositor, the Seller or Master Servicer;
(CIII) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer if applicable;
(DIV) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, report from the SellerDepositor;
(EV) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the SellerDepositor;
(FVI) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller Depositor and the Master Servicer; and
(GVII) Any exhibits to the Form 10-D from the SellerDepositor.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, Trust at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one two Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(AI) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement this Agrement and any subservicer Sub-Servicer that signs a subservicing Sub-Servicing agreement) from the Depositor, the Seller or the Master Servicer Servicers as applicable;
(BII) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(CIII) Any Securities Act update provided by the SellerDepositor.
(iii) Prior to January 30 30th in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable, so long as at the beginning of the fiscal year following the securities offering, the securities of each class is held by fewer than 300 record holders. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 15th of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 3.20 and 3.143.21. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 31st of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 3.20 and 3.17 3.21 and a certification in the form attached hereto as Exhibit K J-1 (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, the Seller and the Master Servicer Servicers shall provide the Trustee with the following information, as applicable, no later than March 1 15th of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) belowK:
(AI) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, the Seller and the Master Masteer Servicer;
(BII) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer Servicer, if applicable;
(III) A description of any affiliations between the transaction parties pursuant to Item 1119 of Regulation AB from the Depositor; and
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Securities Inc)
Commission Reporting. (a) (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXXXXXX"), a Distribution Report on Form 10-D, signed by the Master Servicer, with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statement; provided that the Trustee shall have received no later than 2 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) below, the following information:
(A) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(B) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable from the Seller;
(C) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, from the Seller;
(E) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Seller;
(F) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller and the Master Servicer; and
(G) Any exhibits to the Form 10-D from the Seller.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement and any subservicer that signs a subservicing agreement) from the Depositor, the Seller or the Master Servicer as applicable;
(B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(C) Any Securities Act update provided by the Seller.
(iii) Prior to January 30 in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 and 3.17 and a certification in the form attached hereto as Exhibit K (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, Seller and the Master Servicer shall provide the Trustee with the following information, as applicable, no later than March 1 of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) below:
(A) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, Seller and the Master Servicer;
(B) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Opteum Mortgage Acceptance CORP)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXX"“XXXXX”), a Distribution Report on Form 10-D, signed by the Master Servicer, with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statement; provided that the Trustee shall have received no later than 2 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) below, the following information:
(A) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(B) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable from the Seller;
(C) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, from the Seller;
(E) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Seller;
(F) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller and the Master Servicer; and
(G) Any exhibits to the Form 10-D from the Seller.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement and any subservicer that signs a subservicing agreement) from the Depositor, the Seller or the Master Servicer as applicable;
(B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(C) Any Securities Act update provided by the Seller.
(iii) Prior to January 30 in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 and 3.17 and a certification in the form attached hereto as Exhibit K (the "“Depositor Certification"”), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, Seller and the Master Servicer shall provide the Trustee with the following information, as applicable, no later than March 1 of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) below:
(A) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, Seller and the Master Servicer;
(B) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(C) A description of any affiliations between the transaction parties pursuant to Item 1119 of Regulation AB from the Seller; and
(D) The Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.19 and 3.20.
(iv) As to each item of information required to be included in any Form 10-D, Form 8-K or Form 10-K, the Trustee's obligation to include the information in the applicable report is subject to receipt from the entity that is indicated in Exhibit __ as the responsible party for providing that information, if other than the Trustee, as and when required as described above. Each of the Master Servicer, Seller and Depositor hereby agree to notify and provide to the Trustee all information that is required to be included in any Form 10-D, Form 8-K or Form 10-K, with respect to which that entity is indicated in Exhibit __ as the responsible party for providing that information. [The Swap Provider will be obligated pursuant to the Swap Agreement to provide to the Trustee any information that may be required to be included in any Form 10-D, Form 8-K or Form 10-K. The Trustee shall be responsible for determining the significance percentage (as defined in Item 1115 of Regulation AB) of the Swap Provider at any time. The Master Servicer shall be responsible for determining the pool concentration applicable to any subservicer or originator at any time, for purposes of disclosure as required by Items 1117 and 1119 of Regulation AB.]
(v) The Depositor hereby grants to the Master Servicer a limited power of attorney to sign each Form 10-D, Form 8-K and Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (x) receipt by the Master Servicer from the Depositor of written termination of such power of attorney and (y) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this Section 8.11; provided, however, the Trustee will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Copies of all reports filed by the Trustee under the Exchange Act shall be sent to: the Depositor c/o [_____________________________]. Fees and expenses incurred by the Trustee in connection with this Section 8.11 shall not be reimbursable from the Trust Fund.
(b) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trustee shall sign a certification in the form attached hereto as Exhibit L (the “Trustee Certification”) for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trustee shall, subject to the provisions of Section 8.01 and 8.02 hereof, 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 arising out of or based upon a breach of the Trustee’s obligations under this Section 8.11 or any inaccuracy made in the Trustee Certification. If the indemnification provided for in this Section 8.11(b) is unavailable or insufficient to hold harmless such Persons, then the Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other. The Trustee acknowledges that the Depositor is relying on the Trustee’s performance of its obligations under this Section 8.11 in order to perform its obligations under Section 8.11(a) above.
(c) Not later than 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trustee an Officer’s Certificate for the prior calendar year in substantially the form of Exhibit M to this Agreement. The Master Servicer agrees to indemnify and hold harmless the Depositor, the Trustee and each Person, if any, who “controls” the Depositor or the Trustee 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, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or caused to be delivered when required any Officer’s Certificate pursuant to this Section 8.11(c), or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to this Section 8.11(c). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 8.11(c) by such Servicer is unavailable or insufficient to hold harmless such Persons, then such Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trustee on the one hand and such Servicer on the other. Each Servicer acknowledges that the Depositor and the Trustee are relying on the Master Servicer’s performance of its obligations under this Agreement in order to perform their respective obligations under this Section 8.11.
(d) Nothing shall be construed from the foregoing subsections (a), (b) and (c) to require the Trustee or any officer, director or Affiliate thereof to sign any Form 10-K or any certification contained therein. Furthermore, the inability of the Trustee to file a Form 10-K as a result of the lack of required information as set forth in Section 8.11(a) or required signatures on such Form 10-K or any certification contained therein shall not be regarded as a breach by the Trustee of any obligation under this Agreement.
(e) Notwithstanding the provisions of Section 10.01, this Section 8.12 may be amended without the consent of the Certificateholders.
(f) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (BNP Paribas Mortgage Securities LLC)
Commission Reporting. (ia) Within 15 days after each Distribution Date, the Trustee The Master Servicer shall, in accordance with industry standards, prepare and file with the Commission via XXXXX, the Electronic Data Gathering following reports in respect of the Issuing Entity as and Retrieval System to the extent required under the Exchange Act, each of which reports shall be signed by the [Master Servicer].
("EXXXX"), a i) Distribution Report on Form 10-DD. Within 15 days following each Payment Date (or such later date as may be permissible due to an extension of the filing deadline), signed by the Master ServicerSecurities Administrator will prepare and file a "Distribution Report" on Form 10-D with respect to the Issuing Entity, with which Distribution Report shall include a copy of the monthly statement to be furnished Payment Date Statement prepared by the Trustee to Securities Administrator in respect of the Certificateholders for such Distribution related Payment Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of other than those data elements specified in Item 1121(a)(11), (12) and (14); provided, that, the monthly statement; provided that the Trustee Securities Administrator shall have received from the Depositor (and the Servicer with respect to Item 1), no later than 2 ten days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) belowfiled, the following additional information, data, and materials required to be included in the Distribution Report on Form 10-D for such Payment Date:
(A) Notice Item 1 - Distribution and Pool Performance Information (each of any material modificationsthe data elements specified in Item 1121(a)(11), extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer(12) and (14) of Regulation AB);
(B) Notice Item 2 - Legal Proceedings (information required by Item 1117 of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable from the SellerRegulation AB);
(C) A brief description Item 3 - Sale of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller Securities and the Master Servicer or Use of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
Proceeds (D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, from the SellerQ);
(ED) The Item 4 - Defaults Upon Senior Securities (information required by Item 3 of Part II of Form 10-Q with respect Q);
(E) Item 5 - Submission of Matters to defaults upon the senior securities during the period covered a Vote of Security Holders (information required by the report, from the SellerItem 4 of Part II of Form 10-Q);
(F) Any Item 6 - Significant Obligors of Pool Assets (information required by Item 1112(b) of Regulation AB);
(G) Item 7 - Significant Enhancement Provider Information (information required by Items 1114(b)(2) and 1115(b) of Regulation AB);
(H) Item 8 - Other Information (all other information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but and not yet reported, whether or not otherwise ); and
(I) Item 9 - Exhibits (all exhibits required to be filed by the Form 10-D and Item 601 of Regulation S-K other than the Payment Date Statement to be provided by the Securities Administrator).
(ii) Annual Report on Form 10-K. The Securities Administrator will prepare and file an Annual Report on Form 10-K in respect of the Issuing Entity, provided, that the Securities Administrator shall have received from the Seller Depositor and other transaction parties, no later than March 1 of each calendar year prior to the Master Servicerfiling deadline for such Annual Report, all information, data and exhibits required to be provided or filed with such Annual Report including information, data, and exhibits required to be provided in connection with the following Items and other filing requirements of Form 10-K:
(A) Item 9B - Other Information (information required to be reported on Form 8-K in the fourth quarter but not reported);
(B) Item 15 - Exhibits and Financial Statement Schedules (including all exhibits required to be filed pursuant to Item 601 of Regulation S-K under the Exchange Act other than [the certification specified in Item 601(b)(31)(ii) of Regulation S-K and] the Assessment of Compliance, Attestation Report and Compliance Statement specified in Item 601(b)(33), (34) and (35) of Regulation S-K with respect to those Servicing Criteria as to which the Securities Administrator is the Responsible Party);
(C) Significant Obligor Financial Information (Item 1112(b) of Regulation AB);
(D) Significant Enhancement Provider Financial Information (Items 1114(b)(2) and 1115(b) of Regulation AB);
(E) Legal Proceedings (Item 1117 of Regulation AB);
(F) Affiliations and Certain Relationships and Related Transactions (Item 1119 of Regulation AB); and
(G) Any exhibits to the Form 10-D from the SellerCompliance with Applicable Servicing Criteria (Item 1122 of Regulation AB).
(iiiii) Current Reports on Form 8-K. The Trustee Securities Administrator will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, Issuing Entity at the direction of 66 the [Depositor] and at the expense of the DepositorTrust Fund, provided, that, that the Depositor, the Seller or the Master Servicer Depositor shall have timely notified the Trustee Securities Administrator of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee Securities Administrator no later than one two Business Days prior to the filing deadline for such Current Report, all information, data and exhibits required to be provided or filed with such Current Report, including, particularly, information, data and exhibits required to be provided in connection with the following Items of Form 8-K[, but only to the extent that a Responsible Officer of the Securities Administrator does not otherwise have actual knowledge of same in its capacity as Securities Administrator hereunder]:
(A) Item 1.01 - Entry into a Material Definitive Agreement;
(B) Item 1.02 - Termination of a Material Definitive Agreement;
(C) Item 1.03 - Bankruptcy or Receivership;
(D) Item 2.04 - Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement;
(E) Item 3.03 - Material Modification to Rights of Security Holders;
(F) Item 5.03 - Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year;
(G) Item 6.02 - Change in Servicer, Owner Trustee or Indenture Trustee;
(H) Item 6.03 - Change in Credit Enhancement or Other External Support;
(I) Item 6.04 - Failure to Make a Required Distribution; and
(J) Item 6.05 - Securities Act Updating Disclosure.
(iv) Form 15. As and when permitted under the provisions of Exchange Act, the Securities Administrator will prepare and file, on behalf of the Issuing Entity, a Form 15 to suspend the Issuing Entity's reporting obligations under the Exchange Act.
(b) All information, data, and materials required to be provided by any Responsible Party to the Securities Administrator for incorporation in any report to be filed with the Commission shall be provided in a format compatible with Commission filing requirements, including, as appropriate, XXXXX filing guidelines. The Depositor acknowledges and agrees that the Securities Administrator may include in any Exchange Act report all relevant information, data and exhibits as the Securities Administrator may receive in connection with such report irrespective of any provision that may permit the exclusion of such material. For example, the Securities Administrator may file all Assessments of Compliance, Attestation Reports and Compliance Statements timely received from any Responsible Party irrespective of any applicable minimum pool asset percentage requirement for disclosure related to such Responsible Party.
(c) The Depositor agrees to furnish promptly to the Securities Administrator from time to time upon request such additional information, data, reports, documents and financial statements within the Depositor's possession or control as the Securities Administrator reasonably requests as necessary or appropriate to prepare and file the foregoing reports. The Securities Administrator shall make available to the Depositor copies of all Exchange Act reports filed hereunder.
(d) Notwithstanding Section 5.4(a)(ii) above, in the event that the Securities Administrator has not timely received all information, data, and exhibits as are required to prepare and file any required Exchange Act report, the Depositor nevertheless hereby directs the Securities Administrator to file such Exchange Act report based on the information that the Securities Administrator has timely received and without such additional required information, data or exhibits not timely received. Upon subsequent delivery to the Securities Administrator of all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with complete such Current Report with respect to:
(A) Any entry into a material definitive agreement, any termination of a material definitive agreement Exchange Act report and any bankruptcy or receivership upon direction of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling Securities Administrator will prepare and servicing agreement and any subservicer that signs a subservicing agreement) from the Depositor, the Seller or the Master Servicer as applicable;
(B) Any material modification file an amendment to the rights of Certificateholders, amendments prior Exchange Act report filing to include such additional information. The Depositor shall be responsible for all costs and expenses of the articles of incorporation or bylaws or a change of Securities Administrator related to the fiscal year preparation and filing of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(C) Any Securities Act update provided by the Sellersuch amendment.
(iiie) Prior to January 30 in each year commencing in 2007Other than the Exchange Act reports specified above, the Trustee shallSecurities Administrator shall have no responsibility to file any items or reports with the Commission under the Exchange Act or otherwise; provided, however, the Securities Administrator will cooperate with the Depositor in accordance connection with industry standards, file a Form 15 Suspension Notice any additional filings with respect to the Issuing Entity as the Depositor deems necessary under the Exchange Act.
(f) The Trust Fund, if applicable. Prior to (x) March 15, 2007 Fund shall pay all costs and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy expenses of the Assessment Securities Administrator related to the preparation and filing of Compliance and Attestation any Current Report to be delivered by the Master Servicer pursuant to Sections 3.13 and 3.14. Prior to (x) March 31on Form 8-K, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall, subject to subsection (d) below, file a any Distribution Report on Form 10-K, in substance conforming to industry standards, with respect to D (other than the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements costs and other documentation provided by the Master Servicer pursuant to Sections 3.16 and 3.17 and a certification in the form attached hereto as Exhibit K (the "Depositor Certification"), which shall be signed by the senior officer expense of the Depositor in charge of securitization. The Depositor, Seller and the Master Servicer shall provide the Trustee Securities Administrator associated with the following information, as applicable, no later than March 1 of each calendar year prior to the preparation and filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) below:
(A) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, Seller and the Master Servicer;
(BPayment Date Report) A description of or any legal proceedings pending, including proceedings known amendment to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;Exchange Act report.
Appears in 1 contract
Samples: Transfer and Servicing Agreement (Lares Asset Securitization, Inc.)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXEDGAR"), a Distribution Report on Form 10-D, signed by the Master Servicer, D with a copy of the monthly statement xxxxement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statementan exhibit thereto; provided that the Trustee shall have received no later than 2 10 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) belowfiled, the following information:
(A) A. Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master ServicerServicers;
(B) B. Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable from the Seller;
(C) C. A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer Servicers or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer Servicers if applicable;
(D) D. The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, from the Seller;
(E) E. The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Seller;
(F) F. Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller and the Master ServicerServicers; and
(G) G. Any exhibits to the Form 10-D from the Seller.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, Trust at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer Servicers shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one two Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(A) A. Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer Servicers (including any servicer that does not sign the pooling and servicing agreement and any subservicer that signs a subservicing agreement) from the Depositor, the Seller or the Master Servicer Servicers as applicable;
(B) B. Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer Servicers as applicable; and
(C) C. Any Securities Act update provided by the Seller.
(iii) Prior to January 30 in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master each Servicer pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer Servicers pursuant to Sections 3.16 and 3.17 and a certification in the form attached hereto as Exhibit K W (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, Seller and the Master Servicer Servicers shall provide the Trustee with the following information, as applicable, no later than March 1 of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) belowK:
(A) A. Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, Seller and the Master ServicerServicers;
(B) B. A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer Servicers or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer Servicers if applicable;
C. A description of any affiliations between the transaction parties pursuant to Item 1119 of Regulation AB from the Seller; and
D. The Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by each Servicer pursuant to Sections 3.16 and 3.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Acceptance Corp)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXEDGAR"), a Distribution Report on Form 10-DD (which shall, signed if applicabxx, xrovide the information required by each of the Master Servicer, items set forth in Part II thereof) with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statementan exhibit thereto; provided that the Trustee shall have received no later than 2 10 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) belowfiled, the following information:
(AI) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(BII) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable applicable, from the SellerDepositor, the Seller or Master Servicer;
(CIII) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer if applicable;
(DIV) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, report from the SellerDepositor;
(EV) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the SellerDepositor;
(FVI) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller Depositor and the Master Servicer; and
(GVII) Any exhibits to the Form 10-D from the SellerDepositor.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, Trust at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one two Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(AI) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement this Agreement and any subservicer Sub-Servicer that signs a subservicing Sub-Servicing agreement) from the Depositor, the Seller or the Master Servicer Servicers as applicable;
(BII) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(CIII) Any Securities Act update provided by the SellerDepositor.
(iii) Prior to January 30 30th in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable, so long as at the beginning of the fiscal year following the securities offering, the securities of each class is held by fewer than 300 record holders. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 15th of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 3.20 and 3.143.21. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 31st of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 3.20 and 3.17 3.21 and a certification in the form attached hereto as Exhibit K J-1 (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, the Seller and the Master Servicer Servicers shall provide the Trustee with the following information, as applicable, no later than March 1 15th of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) belowK:
(AI) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, the Seller and the Master Servicer;
(BII) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer Servicer, if applicable;
(III) A description of any affiliations between the transaction parties pursuant to Item 1119 of Regulation AB from the Depositor; and
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Argent Securities Inc)
Commission Reporting. (a) (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXX"“XXXXX”), a Distribution Report on Form 10-D, signed by the Master Servicer, with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statement; provided that the Trustee shall have received no later than 2 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) below, the following information:
(A) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(B) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable from the Seller;
(C) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, from the Seller;
(E) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Seller;
(F) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller and the Master Servicer; and
(G) Any exhibits to the Form 10-D from the Seller.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement and any subservicer that signs a subservicing agreement) from the Depositor, the Seller or the Master Servicer as applicable;
(B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(C) Any Securities Act update provided by the Seller.
(iii) Prior to January 30 in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 and 3.17 and a certification in the form attached hereto as Exhibit K (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, Seller and the Master Servicer shall provide the Trustee with the following information, as applicable, no later than March 1 of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) below:
(A) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, Seller and the Master Servicer;
(B) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Shellpoint Mortgage Acceptance LLC)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXXXXXX"), a Distribution Report on Form 10-DD (which shall, signed if applicable, provide the information required by each of the Master Servicer, items set forth in Part II thereof) with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statementan exhibit thereto; provided that the Trustee shall have received no later than 2 10 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) belowfiled, the following information:
(AI) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(BII) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable applicable, from the SellerDepositor, the Seller or Master Servicer;
(CIII) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer if applicable;
(DIV) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, report from the SellerDepositor;
(EV) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the SellerDepositor;
(FVI) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller Depositor and the Master Servicer; and
(GVII) Any exhibits to the Form 10-D from the SellerDepositor.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, Trust at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one two Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(AI) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement this Agreement and any subservicer Sub-Servicer that signs a subservicing Sub-Servicing agreement) from the Depositor, the Seller or the Master Servicer Servicers as applicable;
(BII) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(CIII) Any Securities Act update provided by the SellerDepositor.
(iii) Prior to January 30 30th in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable, so long as at the beginning of the fiscal year following the securities offering, the securities of each class is held by fewer than 300 record holders. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 15th of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 3.20 and 3.143.21. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 31st of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 3.20 and 3.17 3.21 and a certification in the form attached hereto as Exhibit K J-1 (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, the Seller and the Master Servicer Servicers shall provide the Trustee with the following information, as applicable, no later than March 1 15th of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) belowK:
(AI) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, the Seller and the Master Servicer;
(BII) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer Servicer, if applicable;
(III) A description of any affiliations between the transaction parties pursuant to Item 1119 of Regulation AB from the Depositor; and
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Boardwalk Mortgage Securities Inc.)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXEDGAR"), a Distribution Report on Form 10-DD (the "Distribution Report") (xxich shall, signed if applicable, provide the information required by each of the Master Servicer, items set forth in Part II thereof) with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statementan exhibit thereto; provided that the Trustee shall have received no later than 2 10 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) belowfiled, the following information:
(AI) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(BII) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable applicable, from the SellerDepositor, the Seller or Servicer;
(CIII) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer if applicable;
(DIV) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, report from the SellerDepositor;
(EV) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the SellerDepositor;
(FVI) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller Depositor and the Master Servicer; and
(GVII) Any exhibits to the Form 10-D from the SellerDepositor.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, Trust at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one two Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(AI) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement this Agreement and any subservicer Sub-Servicer that signs a subservicing Sub-Servicing agreement) from the Depositor, the Seller or the Master Servicer Servicers as applicable;
(BII) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(CIII) Any Securities Act update provided by the SellerDepositor.
(iii) Prior to January 30 30th in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 15th of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 3.19 and 3.143.20. Prior to (x) March 31, 2007 [___] and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 31st of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 3.19 and 3.17 3.20 and a certification in the form attached hereto as Exhibit K J-1 (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, the Seller and the Master Servicer Servicers shall provide the Trustee with the following information, as applicable, no later than March 1 15th of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) belowK:
(AI) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, the Seller and the Master Servicer;
(BII) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, the Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, the Seller and the Master Servicer Servicer, if applicable;
(III) A description of any affiliations between the transaction parties pursuant to Item 1119 of Regulation AB from the Depositor; and
(IV) The Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Servicer pursuant to Sections 3.19 and 3.20.
(b) The Depositor hereby grants to the Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this Section 3.25; provided, however, the Trustee will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Exchange Act. Copies of all reports filed by the Trustee under the Exchange Act shall be sent to the Depositor electronically or at the addressed set forth in Section 11.05. Fees and expenses incurred by the Trustee in connection with this Section 3.25 shall not be reimbursable from the Trust Fund.
(c) The Trustee shall sign a certification (in the form attached hereto as Exhibit R-2) for the benefit of the Depositor and its officers, directors and Affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification (provided, however, that the Trustee shall not undertake an analysis of the accountant's report attached as an exhibit to the Form 10-K). The Trustee's certification shall be delivered to the Depositor by no later than March 18th of each year (or if such day is not a Business Day, the immediately preceding Business Day) and the Depositor shall deliver the Depositor Certification to the Trustee for filing no later than March 20th of each year (or if such day is not a Business Day, the immediately preceding Business Day). The Trustee shall subject to the provisions of Sections 8.01 and 8.02 hereof, indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon third party claims relating to information included in any Form 10-K provided by the Trustee other than any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs arising out of third party claims relating to information contained in the Depositor Certification, the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Servicer pursuant to Sections 3.19 and 3.20. In addition, the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of or based upon a breach of the Trustee's obligations under this Section 3.22 or the Trustee's negligence, bad faith or willful misconduct in connection therewith. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then the Trustee, in connection with a breach of the Trustee's obligations under this Section 3.22 or the Trustee's negligence, bad faith or willful misconduct in connection therewith, agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other.
(d) Nothing shall be construed from the foregoing subsections (a), (b) and (c) to require the Trustee or any officer, director or Affiliate thereof to sign any Form 10-K or any certification contained therein. Furthermore, the inability of the Trustee to file a Form 10-K as a result of the lack of required information as set forth in Section 3.22(a) or required signatures on such Form 10-K or any certification contained therein shall not be regarded as a breach by the Trustee of any obligation under this Agreement.
(e) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information.
(f) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust.
(g) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 3.22(b) comply with the reporting requirements under the Exchange Act, the Trustee hereby agrees that it will reasonably cooperate to amend the provisions of this Section 3.22(b) in order to comply with such amended reporting requirements and such amendment of this Section 3.22(b). Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be obligated to enter into any amendment pursuant to this Section that adversely affects its obligations and immunities under this Agreement. Each of the parties acknowledges and agrees that the purpose of Sections 3.19, 3.20 and this Section 3.22 of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB promulgated by the Commission under the 1934 Act (17 C.F.R. ss.ss. 229.1100 - 229.1123), as such may be amended from time to time xxx xubject to clarification and interpretive advice as may be issued by the staff of the Commission from time to time. Therefore, each of the parties agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish that purpose, (b) the parties' obligations hereunder will be supplemented and modified as 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, (c) the parties shall comply with requests made by the Depositor for delivery of additional or different information as the Depositor may determine in good faith is necessary to comply with the provisions of Regulation AB, and (d) no amendment of this Agreement shall be required to effect any such changes in the parties' obligations as are necessary to accommodate evolving interpretations of the provisions of Regulation AB.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GE-WMC Mortgage Securities, L.L.C.)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXEDGAR"), a Distribution Report on Form 10-D, signed by the Master ServicerServxxxx, with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statement; provided that the Trustee shall have received no later than 2 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) below, the following information:
(A) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(B) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable from the Seller;
(C) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, from the Seller;
(E) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Seller;
(F) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller and the Master Servicer; and
(G) Any exhibits to the Form 10-D from the Seller.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement and any subservicer that signs a subservicing agreement) from the Depositor, the Seller or the Master Servicer as applicable;
(B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(C) Any Securities Act update provided by the Seller.
(iii) Prior to January 30 in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 and 3.17 and a certification in the form attached hereto as Exhibit K (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, Seller and the Master Servicer shall provide the Trustee with the following information, as applicable, no later than March 1 of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) below:
(A) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, Seller and the Master Servicer;
(B) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Opteum Mortgage Acceptance CORP)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXEDGAR"), a Distribution Report on Form 10-D, signed by the Master ServicerServxxxx, with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statement; provided that the Trustee shall have received no later than 2 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) below, the following information:
(A) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(B) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable from the Seller;
(C) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, from the Seller;
(E) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Seller;
(F) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller and the Master Servicer; and
(G) Any exhibits to the Form 10-D from the Seller.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement and any subservicer that signs a subservicing agreement) from the Depositor, the Seller or the Master Servicer as applicable;
(B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(C) Any Securities Act update provided by the Seller.
(iii) Prior to January 30 in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 and 3.17 and a certification in the form attached hereto as Exhibit K (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, Seller and the Master Servicer shall provide the Trustee with the following information, as applicable, no later than March 1 of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) below:
(A) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, Seller and the Master Servicer;
(B) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(C) A description of any affiliations between the transaction parties pursuant to Item 1119 of Regulation AB from the Seller; and
(D) The Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.19 and 3.20.
(iv) As to each item of information required to be included in any Form 10-D, Form 8-K or Form 10-K, the Trustee's obligation to include the information in the applicable report is subject to receipt from the entity that is indicated in Exhibit __ as the responsible party for providing that information, if other than the Trustee, as and when required as described above. Each of the Master Servicer, Seller and Depositor hereby agree to notify and provide to the Trustee all information that is required to be included in any Form 10-D, Form 8-K or Form 10-K, with respect to which that entity is indicated in Exhibit __ as the responsible party for providing that information. [The Swap Provider will be obligated pursuant to the Swap Agreement to provide to the Trustee any information that may be required to be included in any Form 10-D, Form 8-K or Form 10-K. The Trustee shall be responsible for determining the significance percentage (as defined in Item 1115 of Regulation AB) of the Swap Provider at any time. The Master Servicer shall be responsible for determining the pool concentration applicable to any subservicer or originator at any time, for purposes of disclosure as required by Items 1117 and 1119 of Regulation AB.]
(v) The Depositor hereby grants to the Master Servicer a limited power of attorney to sign each Form 10-D, Form 8-K and Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (x) receipt by the Master Servicer from the Depositor of written termination of such power of attorney and (y) the termination of the Trust Fund. The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports and financial statements within its control related to this Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file all necessary reports with the Commission. The Trustee shall have no responsibility to file any items other than those specified in this Section 8.11; provided, however, the Trustee will cooperate with the Depositor in connection with any additional filings with respect to the Trust Fund as the Depositor deems necessary under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Copies of all reports filed by the Trustee under the Exchange Act shall be sent to: the Depositor c/o [_____________________________]. Fees and expenses incurred by the Trustee in connection with this Section 8.11 shall not be reimbursable from the Trust Fund.
(b) Not later than 15 calendar days before the date on which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Trustee shall sign a certification in the form attached hereto as Exhibit L (the "Trustee Certification") for the benefit of the Depositor and its officers, directors and affiliates regarding certain aspects of items 1 through 3 of the Depositor Certification. In addition, the Trustee shall, subject to the provisions of Section 8.01 and 8.02 hereof, 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 arising out of or based upon a breach of the Trustee's obligations under this Section 8.11 or any inaccuracy made in the Trustee Certification. If the indemnification provided for in this Section 8.11(b) is unavailable or insufficient to hold harmless such Persons, then the Trustee shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other. The Trustee acknowledges that the Depositor is relying on the Trustee's performance of its obligations under this Section 8.11 in order to perform its obligations under Section 8.11(a) above.
(c) Not later than 15 calendar days before the date on which the Depositor's annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, if such day is not a Business Day, the immediately preceding Business Day), the Master Servicer will deliver to the Depositor and the Trustee an Officer's Certificate for the prior calendar year in substantially the form of Exhibit M to this Agreement. The Master Servicer agrees to indemnify and hold harmless the Depositor, the Trustee and each Person, if any, who "controls" the Depositor or the Trustee 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, fees and expenses that such Person may sustain arising out of third party claims based on (i) the failure of the Master Servicer to deliver or caused to be delivered when required any Officer's Certificate pursuant to this Section 8.11(c), or (ii) any material misstatement or omission contained in any Officer's Certificate provided pursuant to this Section 8.11(c). If an event occurs that would otherwise result in an indemnification obligation under clauses (i) or (ii) above, but the indemnification provided for in this Section 8.11(c) by such Servicer is unavailable or insufficient to hold harmless such Persons, then such Servicer shall contribute to the amount paid or payable by such Persons as a result of the losses, claims, damages or liabilities of such Persons in such proportion as is appropriate to reflect the relative fault of the Depositor or Trustee on the one hand and such Servicer on the other. Each Servicer acknowledges that the Depositor and the Trustee are relying on the Master Servicer's performance of its obligations under this Agreement in order to perform their respective obligations under this Section 8.11.
(d) Nothing shall be construed from the foregoing subsections (a), (b) and (c) to require the Trustee or any officer, director or Affiliate thereof to sign any Form 10-K or any certification contained therein. Furthermore, the inability of the Trustee to file a Form 10-K as a result of the lack of required information as set forth in Section 8.11(a) or required signatures on such Form 10-K or any certification contained therein shall not be regarded as a breach by the Trustee of any obligation under this Agreement.
(e) Notwithstanding the provisions of Section 10.01, this Section 8.12 may be amended without the consent of the Certificateholders.
(f) Upon any filing with the Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (BNP Paribas Mortgage ABS LLC)
Commission Reporting. (i) Within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System ("EXXXXXXXXX"), a Distribution Report on Form 10-D, signed by the Master Servicer, with a copy of the monthly statement to be furnished by the Trustee to the Certificateholders for such Distribution Date and detailing all data elements specified in Item 1121(a) of Regulation AB as part of the monthly statement; provided that the Trustee shall have received no later than 2 days prior to the date such Distribution Report on Form 10-D is required to be provided to the Trustee as described in clause (a)(iv) below, the following information:
(A) Notice of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time from the Master Servicer;
(B) Notice of any new issuance of asset-backed securities backed by the same asset pool, any pool asset changes, such as Mortgage Loan substitutions and repurchases, and cash flows available for future purchases, if applicable from the Seller;
(C) A brief description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(D) The information required by Item 2 of Part II of Form 10-Q regarding any sale of securities that are either backed by the same asset pool or are otherwise issued by the issuer, regardless of whether the transaction was registered under the Securities Act of 1933 during the period covered by the report, from the Seller;
(E) The information required by Item 3 of Part II of Form 10-Q with respect to defaults upon the senior securities during the period covered by the report, from the Seller;
(F) Any information required to be disclosed in a report on Form 8-K during the period covered by the report on the Form 10-D, but not reported, whether or not otherwise required by the Form 10-D from the Seller and the Master Servicer; and
(G) Any exhibits to the Form 10-D from the Seller.
(ii) The Trustee will prepare and file Current Reports on Form 8-K in respect of the Trust, signed by the Master Servicer, at the direction and expense of the Depositor, provided, that, the Depositor, the Seller or the Master Servicer shall have timely notified the Trustee of an item reportable on a Current Report on Form 8-K and shall have delivered to the Trustee no later than one Business Days prior to the filing deadline for such Current Report, all information, data, and exhibits required to be provided to the Trustee as described in clause (a)(iv) below or filed with such Current Report with respect to:
(A) Any entry into a material definitive agreement, any termination of a material definitive agreement and any bankruptcy or receivership of the Depositor, the Seller or the Master Servicer (including any servicer that does not sign the pooling and servicing agreement and any subservicer that signs a subservicing agreement) from the Depositor, the Seller or the Master Servicer as applicable;
(B) Any material modification to the rights of Certificateholders, amendments of the articles of incorporation or bylaws or a change of the fiscal year of any transaction party from each of the Depositor, the Seller or the Master Servicer as applicable; and
(C) Any Securities Act update provided by the Seller.
(iii) Prior to January 30 in each year commencing in 2007, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, prior to March 15 of each year thereafter, the Master Servicer shall provide the Trustee with an Annual Compliance Statement, together with a copy of the Assessment of Compliance and Attestation Report to be delivered by the Master Servicer pursuant to Sections 3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been filed, March 31 of each year thereafter, the Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance conforming to industry standards, with respect to the Trust Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.16 and 3.17 and a certification in the form attached hereto as Exhibit K (the "Depositor Certification"), which shall be signed by the senior officer of the Depositor in charge of securitization. The Depositor, Seller and the Master Servicer shall provide the Trustee with the following information, as applicable, no later than March 1 of each calendar year prior to the filing deadline for the Form 10-K and required to be provided to the Trustee as described in clause (a)(iv) below:
(A) Any exhibits or financial statement schedules required by Item 15 of Form 10-K from each of the Depositor, Seller and the Master Servicer;
(B) A description of any legal proceedings pending, including proceedings known to be contemplated by governmental authorities, against the Depositor, Seller and the Master Servicer or of which any property of the foregoing is the subject, that is material to Certificateholders from each of the Depositor, Seller and the Master Servicer if applicable;
(C) A description of any affiliations between the transaction parties pursuant to Item 1119 of Regulation AB from the Seller; and
(D) The Assessment of Compliance, Attestation Report, Annual Compliance Statements and other documentation provided by the Master Servicer pursuant to Sections 3.19 and 3.20.
(iv) As to each item of information required to be included in any Form 10-D, Form 8-K or Form 10-K, the Trustee's obligation to include the information in the applicable report is subject to receipt from the entity that is indicated in Exhibit __ as the responsible party for providing that information, if other than the Trustee, as and when required as described above. Each of the Master Servicer, Seller and Depositor hereby agree to notify and provide to the Trustee all information that is required to be included in any Form 10-D, Form 8-K or Form 10-K, with respect to which that entity is indicated in Exhibit __ as the responsible party for providing that information. [The Swap Provider will be obligated pursuant to the Swap Agreement to provide to the Trustee any information that may be required to be included in any Form 10-D, Form 8-K or Form 10-K. The Trustee shall be responsible for determining the significance percentage (as defined in Item 1115 of Regulation AB) of the Swap Provider at any time. The Master Servicer shall be responsible for determining the pool concentration applicable to any subservicer or originator at any time, for purposes of disclosure as required by Items 1117 and 1119 of Regulation AB.]
(v) The Depositor hereby grants to the Master Servicer a limited power of attorney to sign each Form 10-D, Form 8-K and Form 10-K on behalf of the Depositor. Such power of attorney shall continue until either the earlier of (x) receipt by the Master Servicer from the Depositor of written termination of such power of attorney and (y) the termination of the
Appears in 1 contract
Samples: Pooling and Servicing Agreement (American Home Mortgage Securities LLC)
