Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor. (b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 98 contracts
Samples: Pooling and Servicing Agreement (BMO 2023-C7 Mortgage Trust), Pooling and Servicing Agreement (BMO 2023-C7 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2024-V11 Mortgage Trust)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating AdvisorCertificate Administrator, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Senior Trust Advisor and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05, 11.06 and Section 10.0711.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval SystemSystem (“XXXXX”)) such Forms executed by the Depositor. Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Certificate Administrator, the Senior Trust Advisor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.16 of this Article X. Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 17 contracts
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating AdvisorCertificate Administrator, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Senior Trust Advisor and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05, 11.06 and Section 10.0711.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval SystemSystem (“EXXXX”)) such Forms executed by the Depositor. Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Certificate Administrator, the Senior Trust Advisor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.16 of this Article X. Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 13 contracts
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C24), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.0410.03, Section 10.05 10.04 and Section 10.0710.06, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) . In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 10.02 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 12 contracts
Samples: Pooling and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2015-Ubs8), Pooling and Servicing Agreement (CSAIL 2015-C4 Commercial Mortgage Trust)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Reviewer and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05, 11.06 and Section 10.0711.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K, 10-D, ABS-EE, EE and 10-K and 8-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval SystemSystem (“XXXXX”)) such Forms executed by the Depositor. Each party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor Depositor, the Master Servicer, the Certificate Administrator, the Operating Advisor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A EE or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15 of this Article X. Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 8 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs7), Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C1)
Filing Obligations. (a) The Master ServicerServicers, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the CustodianServicers, the Certificate Administrator Administrator, the Trust Advisor and the Trustee shall shall, and (and shall cause (or, in the case of i) with respect to any Servicing Function Participant that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to causecause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each Additional Servicer and such Servicing Function Participant utilized thereby (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to) , reasonably cooperate with the Certificate Administrator and the Depositor (and each any Other Depositor Trustee or Other Depositor) in connection with the satisfaction of Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s and each (or such Other Securitization Trust’s Securitization’s) reporting requirements under the Exchange Act. Pursuant to Section 10.04Act (including, Section 10.05 but not limited to, completing any reasonable and Section 10.07, customary due diligence questionnaire provided by or on behalf of the Certificate Administrator shall prepare for execution or the Depositor (or such Other Trustee or Other Depositor) and participating in any due diligence calls reasonably requested (as to scope, duration and frequency) by or on behalf of the Certificate Administrator or the Depositor (or such Other Trustee or Other Depositor), in each case in accordance with the timeframes reasonably requested by the Certificate Administrator or the Depositor any Forms 10-D(or such Other Trustee or Other Depositor), ABS-EE, 10-K and 8-K required by as applicable). Each party hereto shall be entitled to rely on the Exchange Act information in the Prospectus Supplement with respect to the Trustidentity of any sponsor, in order credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed itself or any information required to be provided by the Depositorit or indemnified for by it pursuant to any separate agreement.
(b) In the event It is hereby acknowledged that the Certificate Administrator is unable Mortgaged Property related to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Bank of America Plaza Mortgage Loan is affecteda Significant Obligor and, all or any required portion accordingly, Item 6 of any Form 8-K, 10-D, ABS-EE or D and paragraph 2(b) of General Instruction J to Form 10-K provide for the inclusion of updated net operating income for such Mortgaged Property, as required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24Item 1112(b)(1) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York timeof Regulation AB, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding each Form 10-D to be filed by the Trust with respect to a Distribution Date immediately following the date in which each financial statement or other financial information (to the extent such financial information relates to updated net operating income) of the Significant Obligor is required to be delivered to the lender under the related Mortgage Loan Documents (which, for the Trust. In avoidance of doubt, is 60 calendar days following the event that any previously filed Form 8-K end of the first, second and third calendar quarters or 75 calendar days following the end of each fiscal year, as applicable, as set forth in Section 4.12(a) of the related loan agreement), or on each Form 10-K needs filed by the Trust, as applicable. After receipt of the updated net operating income information, the General Master Servicer shall update the following columns of its CREFC Loan Periodic Update File for (i) the next applicable Distribution Date if the General Master Servicer receives such updated net operating income information at least ten (10) Business Days prior to the Determination Date related to such Distribution Date or (ii) the second succeeding Distribution Date if the General Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 54—“Preceding Fiscal Year NOI,” 68—“Most Recent NOI,” 72—“Most Recent Financial As of Start Date” and 73—“Most Recent Financial As of End Date”), as such column references and field numbers may change from time to time. The applicable Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic financial statements required to be amended, delivered by each related Borrower under the Certificate Administrator will notify related Mortgage Loan Documents; provided that such efforts with respect to any Non-Trust-Serviced Pooled Mortgage Loan shall consist solely of requesting such financial statements from the Depositor thereof, and applicable Non-Trust Master Servicer if the General Master Servicer does not receive such other parties as needed financial statements within ten Business Days after the date such financial statements are required to be delivered under the related Mortgage Loan Documents. If the General Master Servicer does not receive financial information of any Significant Obligor satisfactory to comply with this Agreement and the parties hereto will cooperate with Mortgage Loan Documents which information is gathered to allow the Trustee/Certificate Administrator to prepare any necessary comply with Item 6 of Form 810-K/A D or paragraph 2(b) of General Instruction J to Form 10-K/A. In , as the event case may be, within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the General Master Servicer shall notify the Depositor (and the General Master Servicer shall use commercially reasonable efforts to cause a Sub-Servicer to notify the Depositor and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify the Depositor) that any previously filed it has not received them. The General Master Servicer shall (and shall cause each related Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to the Bank of America Plaza Mortgage Loan to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from as applicable, is required to be filed by the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate AdministratorAdministrator and the Depositor. This Officer’s inability or failure Certificate should be addressed to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.the Certificate Administrator as follows: Xxxxx Fargo Bank,
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C22), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-P1)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.the
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C34), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 6 contracts
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-C1), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization TrustDepositor’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in XXXXX-compatible form. In the event that the Certificate Securities Administrator is becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 6 contracts
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2007-7), Trust Agreement (GSAA Home Equity Trust 2007-10), Trust Agreement (GSAA Home Equity Trust 2007-9)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.0410.03, Section 10.05 10.04 and Section 10.0710.06, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 10.02 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 6 contracts
Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc19), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc18)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.0410.03, Section 10.05 10.04 and Section 10.0710.06, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 10.02 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2017-H1), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc23), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc22)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator and the Trustee shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s or the Trustee’s, as applicable, inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2011-Gc5), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj7), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj7)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating AdvisorCertificate Administrator, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Senior Trust Advisor and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05, 11.06 and Section 10.0711.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval SystemSystem (“EXXXX”)) such Forms executed by the Depositor. Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any Sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Certificate Administrator, the Senior Trust Advisor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.16 of this Article X. Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee Reporting Servicers shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05 and Section 10.0711.06 below, the Certificate Administrator Trustee shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator Trustee shall file (via the Commission’s 's Electronic Data Gathering and Retrieval SystemSystem ("Edgar")) such Forms executed by the Depositor.
(b) In the event xxxxx that the Certificate Administrator Trustee is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator Trustee will promptly notify (which notice may be sent by fax or by e-mail notwithstanding the provisions of Section 12.05 and shall promptly as soon as practicable, but include identity of those Reporting Servicers who either did not deliver such information or delivered such information to it after the delivery deadlines set forth in no event later than twenty-four (24this Agreement) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, Depositor and each Reporting Servicer that failed to make such Other Depositor or Other Exchange Act Reporting Party thereofdisclosure. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Trustee will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Trustee to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amendedA, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS10-EEK/A. A ; provided however that the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Statement to Certificateholders. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an authorized officer of the DepositorDepositor or a senior officer of the Depositor in charge of securitization, as applicable. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 11.03 related to the timely preparation preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.06, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.07, Form 10-D11.08, Form ABS-EE or Form 10-K11.09, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp12)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization TrustDepositor’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in XXXXX-compatible form. Each of the Master Servicer (and the Master Servicer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, each Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof.
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XIII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XIII to be reviewed by the Depositor should be forwarded electronically to xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx. In addition, for purposes of this Article XIII, if the Securities Administrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Xxxxx Fargo Bank, National Association is both Securities Administrator and Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor shall notify the Securities Administration in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.” In the absence of such notification by the Depositor to the Securities Administrator, the Securities Administrator shall be entitled to assume that the answer to the questions on Form 10-D and Form 10-K should be “yes”. The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-10xs), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-10xs), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-10xs)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Paying Agent and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator The Paying Agent shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to and the Trustrules and regulations of the Commission thereunder, in order to permit the timely filing thereof, and the Certificate Administrator Paying Agent shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator Paying Agent is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), Paying Agent will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereofand the Master Servicer. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Paying Agent and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A DA or Form 10-K/AKA, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Paying Agent will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. D. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Paying Agent will notify the Depositor thereofDepositor, the Master Servicer and the Special Servicer and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement Depositor and the Master Servicer acknowledge that the performance by the Certificate Administrator Paying Agent of its duties under this Section 10.03 11.08 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties the Master Servicer and the Depositor observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.07, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.08, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.09 and 11.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian[, the Certificate Administrator Administrator] and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07[, the Certificate Administrator Administrator] shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement[, the Certificate Administrator Administrator] shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day)determination, notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor[, the Certificate Administrator] and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K[, the Certificate Administrator Administrator] will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended[, the Certificate Administrator Administrator] will notify the Depositor and the Trustee thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Trustee to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended[, the Certificate Administrator Administrator] shall notify the Depositor and the Trustee thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (RBS Commercial Funding Inc.), Pooling and Servicing Agreement (Barclays Commercial Mortgage Securities LLC), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization TrustDepositor’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in XXXXX-compatible form. Each of the Master Servicer (and the Master Servicer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, each Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof.
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XII to be reviewed by the Depositor should be forwarded electronically to xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx. In addition, for purposes of this Article XII, if the Securities Administrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Xxxxx Fargo Bank, National Association is both Securities Administrator and Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor shall notify the Securities Administration in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.” In the absence of such notification by the Depositor to the Securities Administrator, the Securities Administrator shall be entitled to assume that the answer to the questions on Form 10-D and Form 10-K should be “yes”. The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-13), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-12)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Servicer and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section Sections 10.04, Section 10.05 and Section 10.07, the Certificate Administrator Trustee shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator Trustee shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator Trustee is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Trustee will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day)determination, notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator Trustee will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Trustee to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator Trustee shall notify the Depositor thereofDepositor, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 10.03, expense10.04, damage10.05, or claim arising out of or with respect to any failure to properly prepare10.06, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K10.07, Form 10.08, 10.09, 10.10 and 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2006-Gg8), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2007-Gg10), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2006-Gg8)
Filing Obligations. (a) The Each of the Master Servicer, the Special Servicer, the Operating AdvisorCertificate Administrator, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trust Advisor and the Trustee shall shall, and (and shall cause (or, in the case of i) with respect to any Servicing Function Participant that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to causecause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each Additional Servicer and such Servicing Function Participant utilized thereby (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to) , reasonably cooperate with the Certificate Administrator and the Depositor (and each any Other Trustee or Other Depositor related to any Other Securitization that includes a Companion Loan) in connection with the satisfaction of Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s and each (or such Other Securitization Trust’s Securitization’s) reporting requirements under the Exchange Act. Pursuant Each party hereto shall be entitled to Section 10.04, Section 10.05 and Section 10.07, rely on the Certificate Administrator shall prepare for execution by information in the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act Prospectus Supplement with respect to the Trustidentity of any sponsor, in order credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed itself or any information required to be provided by the Depositorit or indemnified for by it pursuant to any separate agreement.
(b) In the event It is hereby acknowledged that the Certificate Administrator is unable Mortgaged Property related to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Northridge Fashion Center Mortgage Loan is affecteda Significant Obligor, all or any required portion and, accordingly, Item 6 of any Form 8-K, 10-D, ABS-EE or D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income for the Mortgaged Property, as required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24Item 1112(b)(1) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York timeof Regulation AB, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding each Form 10-D to be filed by the Trust with respect to a Distribution Date on or immediately following the date in which each financial statement of the Significant Obligor is required to be delivered to the lender under the related Mortgage Loan documents (which (i) with respect to the Northridge Fashion Center Mortgage Loan, for the Trust. In avoidance of doubt, is 45 days following the event that any previously filed Form 8-K end of each calendar quarter or 90 days following the end of each calendar year, as applicable, as set forth in Section 4.12 of the related loan agreement), or on each Form 10-K needs filed by the Trust, as applicable. After receipt of the updated net operating income information, the Master Servicer shall (a) promptly deliver the financial statements of the Significant Obligor to be amended, the Certificate Administrator will notify and (b) update the Depositor thereoffollowing columns of the CREFC Loan Periodic Update File (i) for the next applicable Distribution Date if the Master Servicer receives such updated net operating income information at least ten (10) Business Days prior to the Determination Date related to such Distribution Date or (ii) the second succeeding Distribution Date if the Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,” 72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”), as such other parties as needed column references and field numbers may change from time to time. If the parties hereto will cooperate Master Servicer does not receive financial information satisfactory to comply with the Certificate Administrator to prepare any necessary Item 6 of Form 810-K/A D or Item 1112(b)(1) of Form 10-K/A. In , as the event case may be, of the Significant Obligor with respect to the Northridge Fashion Center Mortgage Loan within ten Business Days after the date such financial information is required to be delivered under the related Loan Documents, the Master Servicer shall notify the Depositor (and the Master Servicer shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify the Depositor) that any previously filed it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic financial statements of the related Borrower under the related Loan Documents. The Master Servicer shall (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to the Northridge Fashion Center Mortgage Loan to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form ABS10-EE needs K, as applicable, is required to be amendedfiled by the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate Administrator and the Depositor. This Officer’s Certificate should be addressed to the Certificate Administrator as follows: Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SEC Reporting Group, or e-mailed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. If the Certificate Administrator has not received financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, it shall notify include the Depositor thereoffollowing statement with respect to Item 6 on the related Form 10-D or Item 1112(b)(1) on the related Form 10-K: “The information required for this [Item 6] [Item 1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to the extent required under the related pooling and such other parties as neededservicing agreement, to obtain the information required for this [Item 6] [Item 1112(b)(1)], and the parties hereto shall cooperate registrant has been unable to prepare any necessary obtain such information to include on this [Form 10-D/A ] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as directed by the Depositor. With respect to any Mortgaged Property that secures a Companion Loan that the Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Companion Loan, the Master Servicer shall, after receipt of updated net operating income information, (x) promptly deliver the financial statements of such “significant obligor” to the Other Depositor and Other Trustee of such Other Securitization and (y) update the columns of the CREFC Loan Periodic Update File related to such “significant obligor” as described in the last sentence of the first paragraph of this clause (b). If the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form ABS10-EE/A. Any D or Item 1112(b)(1) of Form 12b-25 or any amendment to Form 810-K, as the case may be, of such “significant obligor” within ten Business Days after the date such financial information is required to be delivered under the related Loan Documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization that includes the related Companion Loan (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Borrower under the related Loan Documents. The Master Servicer shall (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the borrower related to such “significant obligor” to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to such failure results Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement. In any event, and in addition to the foregoing requirements of this Section 11.05(b) if the Master Servicer does not receive the financial information referred to in clause (b) above to comply with (i) Item 6 of Form 10-D from the Certificate Administrator’s inability related borrower within 20 days after the end of each calendar quarter, the Master Servicer shall request the delivery of such information from the related borrower in reliance on Section 4.12 of the related loan agreement and that such delivery be made by no later than 30 days from the end of such calendar quarter, or failure (ii) Item 1112(b) of Form 10-K from the related borrower by March 10th of any year in which such information will be required to receivebe included and filed on Form 10- K, the Master Servicer shall request the delivery of such information from the related borrower and that such delivery be made by no later than March 20th of such year.
(c) It is hereby acknowledged that the Mortgaged Property related to the Town Center at Xxxx Mortgage Loan is a Significant Obligor, and, accordingly, Item 6 of Form 10-D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income for the Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, on each Form 10-D to be filed by the Trust with respect to a timely basisDistribution Date on or immediately following the date in which each financial statement of the Significant Obligor is required to be delivered to the lender under the related Mortgage Loan documents (which (i) with respect to the Town Center at Xxxx Mortgage Loan, any for the avoidance of doubt, is 45 days following the end of each calendar quarter or 75 days following the end of each calendar year, as applicable, as set forth in Section 5.11 of the related loan agreement), or on each Form 10-K filed by the Trust, as applicable. After receipt of the updated net operating income information, the Master Servicer shall (a) promptly deliver the financial statements of the Significant Obligor to the Certificate Administrator and (b) update the following columns of the CREFC Loan Periodic Update File (i) for the next applicable Distribution Date if the Master Servicer receives such updated net operating income information at least ten (10) Business Days prior to the Determination Date related to such Distribution Date or (ii) the second succeeding Distribution Date if the Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,” 72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”), as such column references and field numbers may change from any other party hereto needed time to prepare, arrange for execution time. If the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or file such Item 1112(b)(1) of Form 12b-25 or any amendments to Forms 810-K, as the case may be, of the Significant Obligor with respect to the Town Center at Xxxx Mortgage Loan within ten Business Days after the date such financial information is required to be delivered under the related Loan Documents, the Master Servicer shall notify the Depositor (and the Master Servicer cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify the Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic financial statements of the related Borrower under the related Loan Documents. The Master Servicer shall (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to the Town Center at Xxxx Mortgage Loan to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D, Form ABS-EE D or Form 10-K, as applicable, is required to be filed by the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate Administrator and the Depositor. This Officer’s Certificate should be addressed to the Certificate Administrator as follows: Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SEC Reporting Group, or e-mailed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. If the Certificate Administrator has not resulting from received financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, it shall include the following statement with respect to Item 6 on the related Form 10-D or Item 1112(b)(1) on the related Form 10-K: “The information required for this [Item 6] [Item 1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to the extent required under the related pooling and servicing agreement, to obtain the information required for this [Item 6] [Item 1112(b)(1)], and the registrant has been unable to obtain such information to include on this [Form 10-D] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as directed by the Depositor. With respect to any Mortgaged Property that secures a Companion Loan that the Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Companion Loan, the Master Servicer shall, after receipt of updated net operating income information, (x) promptly deliver the financial statements of such “significant obligor” to the Other Depositor and Other Trustee of such Other Securitization and (y) update the columns of the CREFC Loan Periodic Update File related to such “significant obligor” as described in the last sentence of the first paragraph of this clause (b). If the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within ten Business Days after the date such financial information is required to be delivered under the related Loan Documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization that includes the related Companion Loan (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Borrower under the related Loan Documents. The Master Servicer shall (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the borrower related to such “significant obligor” to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing its own negligenceattempts to obtain this information to the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, bad faith or willful misconductas specified in the related Other Pooling and Servicing Agreement.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Servicer and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05 and Section 10.0711.07, the Certificate Administrator Trustee shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator Trustee shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator Trustee is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Trustee will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator Trustee will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Trustee to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator Trustee shall notify the Depositor thereofDepositor, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.06, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.07, Form 10-D11.08, Form ABS-EE or Form 10-K11.09, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2006-Gg7), Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C2), Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C3)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement with respect to the Trust because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.0410.03, Section 10.05 10.04 and Section 10.0710.06, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the CommissionSEC’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, SEC all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 10.02 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating AdvisorCertificate Administrator, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trust Advisor and the Trustee shall shall, and (and shall cause (or, in the case of i) with respect to any Servicing Function Participant that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to causecause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each Additional Servicer and such Servicing Function Participant utilized thereby (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to) , reasonably cooperate with the Certificate Administrator and the Depositor (and each any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) in connection with the satisfaction of Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s and each (or such Other Securitization Trust’s Securitization’s) reporting requirements under the Exchange Act. Pursuant Each party hereto shall be entitled to Section 10.04, Section 10.05 and Section 10.07, rely on the Certificate Administrator shall prepare for execution by information in the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act Prospectus Supplement with respect to the Trustidentity of any sponsor, in order credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed itself or any information required to be provided by the Depositorit or indemnified for by it pursuant to any separate agreement.
(b) In the event It is hereby acknowledged that the Certificate Administrator is unable Mortgaged Property related to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Westside Pavilion Mortgage Loan is affecteda Significant Obligor, all or any required portion and, accordingly, Item 6 of any Form 8-K, 10-D, ABS-EE or D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income for the Mortgaged Property, as required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24Item 1112(b)(1) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York timeof Regulation AB, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding each Form 10-D to be filed by the Trust with respect to a Distribution Date immediately following the date in which each financial statement or other financial information (to the extent such financial information relates to updated net operating income) of the Significant Obligor is required to be delivered to the lender under the related Mortgage Loan Documents (which, for the Trust. In avoidance of doubt, is 30 calendar days following the event that any previously filed Form 8-K end of the first, second and third calendar quarters or 75 calendar days following the end of each fiscal year, as applicable, as set forth in Section 4.12 of the related loan agreement), or on each Form 10-K needs to be amendedfiled by the Trust, as applicable. After receipt of the updated net operating income information, the Certificate Administrator will notify Master Servicer shall update the Depositor thereoffollowing columns of the CREFC Loan Periodic Update File for (i) the next applicable Distribution Date if the Master Servicer receives such updated net operating income information at least ten (10) Business Days prior to the Determination Date related to such Distribution Date or (ii) the second succeeding Distribution Date if the Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,” 72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”), as such other parties as needed column references and field numbers may change from time to time. If the parties hereto will cooperate Master Servicer does not receive financial information satisfactory to comply with the Certificate Administrator to prepare any necessary Item 6 of Form 810-K/A D or Item 1112(b)(1) of Form 10-K/A. In , as the event case may be, of the Significant Obligor with respect to the Westside Pavilion Mortgage Loan within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Depositor (and the Master Servicer shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify the Depositor) that any previously filed it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic financial statements of the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to the Westside Pavilion Mortgage Loan to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form ABS10-EE needs K, as applicable, is required to be amendedfiled by the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate Administrator and the Depositor. This Officer’s Certificate should be addressed to the Certificate Administrator as follows: Wxxxx Fargo Bank, National Association, 9000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SEC Reporting Group, or e-mailed to cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. If the Certificate Administrator has not received financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, it shall notify include the Depositor thereoffollowing statement with respect to Item 6 on the related Form 10-D or Item 1112(b)(1) on the related Form 10-K: “The information required for this [Item 6] [Item 1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to the extent required under the related pooling and such other parties as neededservicing agreement, to obtain the information required for this [Item 6] [Item 1112(b)(1)], and the parties hereto shall cooperate registrant has been unable to prepare any necessary obtain such information to include on this [Form 10-D/A ] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as directed by the Depositor. With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Pari Passu Companion Loan, the Master Servicer shall, after receipt of updated net operating income information, (x) promptly deliver the financial statements of such “significant obligor” to the Other Depositor and Other Trustee of such Other Securitization and (y) update the columns of the CREFC Loan Periodic Update File related to such “significant obligor” as described in the last sentence of the first paragraph of this clause (b). If the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form ABS10-EE/A. Any D or Item 1112(b)(1) of Form 12b-25 or any amendment to Form 810-K, as the case may be, of such “significant obligor” within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the borrower related to such “significant obligor” to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to such failure results from Other Securitization. This Officer’s Certificate should be addressed to the Certificate Administrator’s inability or failure to receivecertificate administrator at its corporate trust office, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconductas specified in the related Other Pooling and Servicing Agreement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, Trustee and the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the The Certificate Administrator shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it the Certificate Administrator or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the DepositorDepositor and whichever party hereto failed to deliver, such Other Depositor or Other Exchange Act Reporting Party thereofdelivered after any applicable deadline, any required disclosure information. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Trustee and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, and upon direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. D. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amendedA, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS10-EEK/A. A; provided, however, the Certificate Administrator will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement hereto acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 11.08 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.07, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.08, Form 10-D11.09, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2008-Ls1), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-5)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Servicer and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section Sections 10.04, Section 10.05 and Section 10.07, the Certificate Administrator Trustee shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator Trustee shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator Trustee is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Trustee will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day)determination, notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator Trustee will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Trustee to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator Trustee shall notify the Depositor thereofDepositor, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 10.03, expense10.04, damage10.05, or claim arising out of or with respect to any failure to properly prepare10.06, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K10.07, Form 10.08, 10.09, 10.10 and 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (CCRE Commercial Mortgage Securities, L.P.), Pooling and Servicing Agreement (Gs Mortgage Securities Corp Ii)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating AdvisorCertificate Administrator, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Senior Trust Advisor and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05, 11.06 and Section 10.0711.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval SystemSystem (“EXXXX”)) such Forms executed by the Depositor. Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Certificate Administrator, the Senior Trust Advisor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and Section 11.16 of this Article X. Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Servicer and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05 and Section 10.0711.07, the Certificate Administrator Trustee shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator Trustee shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator Trustee is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Trustee will promptly as soon as practicable, but in no event later than practicable or maybe twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator Trustee will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Trustee to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator Trustee shall notify the Depositor thereofDepositor, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.06, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.07, Form 10-D11.08, Form ABS-EE or Form 10-K11.09, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (CWCapital Commercial Funding Corp.), Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Servicer and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator The Trustee shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator Trustee shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator Trustee is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Trustee will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the DepositorDepositor and whichever party hereto failed to deliver, such Other Depositor or Other Exchange Act Reporting Party thereofdelivered after any applicable deadline, any required disclosure information. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure Information, and upon direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. D. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Trustee will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amendedA, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS10-EEK/A. A; provided, however, the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement hereto acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 11.08 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.07, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.08, Form 10-D11.09, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-3)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Servicer and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator The Trustee shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator Trustee shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator Trustee is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Trustee will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the DepositorDepositor and whichever party hereto failed to deliver, such Other Depositor or Other Exchange Act Reporting Party thereofdelivered after any applicable deadline, any required disclosure information. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. D. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Trustee will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amendedA, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS10-EEK/A. A; provided, however, the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement hereto acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 11.08 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.07, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.08, Form 10-D11.09, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-2), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-1)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj9), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj9)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating AdvisorCertificate Administrator, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trust Advisor and the Trustee shall shall, and (and shall cause (or, in the case of i) with respect to any Servicing Function Participant that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to causecause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each Additional Servicer and such Servicing Function Participant utilized thereby (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to) , reasonably cooperate with the Depositor Certificate Administrator and each Other the Depositor in connection with the satisfaction of the TrustCertificate Administrator’s and each Other Securitization Depositor’s good faith efforts to satisfy the Trust’s reporting requirements under the Exchange Act. Pursuant Each party hereto shall be entitled to Section 10.04, Section 10.05 and Section 10.07, rely on the Certificate Administrator shall prepare for execution by information in the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act Prospectus Supplement with respect to the Trustidentity of any sponsor, in order credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed itself or any information required to be provided by the Depositorit or indemnified for by it pursuant to any separate agreement.
(ba) In the event It is hereby acknowledged that the Certificate Administrator is unable Mortgaged Property related to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Chesterfield Towne Center Mortgage Loan is affecteda Significant Obligor, all or any required portion and, accordingly, Item 6 of any Form 8-K, 10-D, ABS-EE or D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income for the Mortgaged Property, as required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24Item 1112(b)(1) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York timeof Regulation AB, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding each Form 10-D to be filed by the Trust with respect to a Distribution Date immediately following the date in which each financial statement or other financial information (to the extent such financial information relates to updated net operating income) of the Significant Obligor is required to be delivered to the lender under the related Mortgage Loan Documents (which, for the Trust. In avoidance of doubt, is 30 calendar days following the event that any previously filed Form 8-K end of the first, second and third calendar quarters or 75 calendar days following the end of each fiscal year, as applicable, as set forth in Section 11.1 of the related loan agreement), or on each Form 10-K needs to be amendedfiled by the Trust, as applicable. After receipt of the updated net operating income information, the Certificate Administrator will notify Master Servicer shall update the Depositor thereoffollowing columns of the CREFC Loan Periodic Update File for (i) the next applicable Distribution Date if the Master Servicer receives such updated net operating income information at least ten (10) Business Days prior to the Determination Date related to such Distribution Date or (ii) the second succeeding Distribution Date if the Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,” 72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”), as such other parties as needed column references and field numbers may change from time to time. If the Master Servicer does not receive financial information of the Significant Obligor with respect to the Chesterfield Towne Center Mortgage Loan satisfactory to comply with this Agreement and the parties hereto will cooperate with Mortgage Loan Documents which information is gathered to allow the Trustee/Certificate Administrator to prepare any necessary comply with Item 6 of Form 810-K/A D or Item 1112(b)(1) of Form 10-K/A. In , as the event case may be, within ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Depositor (and the Master Servicer shall use commercially reasonable efforts to cause a Sub-Servicer to notify the Depositor and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify the Depositor) that any previously filed it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic financial statements and other reports (to the extent such other reports relate to updated net operating income) required to be delivered by the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to the Chesterfield Towne Center Mortgage Loan to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form ABS10-EE needs K, as applicable, is required to be amendedfiled by the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate Depositor. This Officer’s Certificate should be addressed to prepare any necessary the Certificate Administrator as follows: Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SEC Reporting Group, or e-mailed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. If the Certificate Administrator has not received financial information satisfactory to comply with Item 6 of Form 10-D/A D or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer Item 1112(b)(1) of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from as the Certificate Administrator’s inability case may be, it shall include the following statement with respect to Item 6 on the related Form 10-D or failure to receive, Item 1112(b)(1) on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such the related Form 12b-25 or any amendments to Forms 810-K: “The information required for this [Item 6] [Item 1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to the extent required under the related pooling and servicing agreement, to obtain the information required for this [Item 6] [Item 1112(b)(1)], and the registrant has been unable to obtain such information to include on this [Form 10-D, Form ABS-EE or ] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, not resulting from its own negligence, bad faith as amended” or willful misconductsuch other statement as directed by the Depositor.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating AdvisorCertificate Administrator, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Senior Trust Advisor and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05, 11.06 and Section 10.0711.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval SystemSystem (“XXXXX”)) such Forms executed by the Depositor. Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Certificate Administrator, the Senior Trust Advisor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, and 11.11 of this Article X. Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C17)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee Reporting Servicers shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05 and Section 10.0711.06 below, the Certificate Administrator Paying Agent shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator Paying Agent shall file (via the Commission’s 's Electronic Data Gathering and Retrieval SystemSystem ("Edgar")) such Forms executed by the Depositor.
(b) In the event exxxx that the Certificate Administrator Paying Agent is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator Paying Agent will promptly notify (which notice may be sent by fax or by e-mail notwithstanding the provisions of Section 12.05 and shall promptly as soon as practicable, but include identity of those Reporting Servicers who either did not deliver such information or delivered such information to it after the delivery deadlines set forth in no event later than twenty-four (24this Agreement) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, Depositor and each Reporting Servicer that failed to make such Other Depositor or Other Exchange Act Reporting Party thereofdisclosure. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicers, the Special Servicer, the Paying Agent and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Paying Agent will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Paying Agent will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Paying Agent to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amendedA, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS10-EEK/A. A ; provided however that the Paying Agent will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Statement to Certificateholders. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an authorized officer of the DepositorDepositor or a senior officer of the Depositor in charge of securitization, as applicable. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Paying Agent of its duties under this Section 10.03 11.03 related to the timely preparation preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.06, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.07, Form 10-D11.08, Form ABS-EE or Form 10-K11.09, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement with respect to the Trust because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc22), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc19)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Paying Agent and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05 and Section 10.0711.06 below, the Certificate Administrator Paying Agent shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator Paying Agent shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator Paying Agent is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Paying Agent will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Paying Agent and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Paying Agent will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Paying Agent will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Paying Agent to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Paying Agent of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.06, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.07, Form 10-D11.08, Form ABS-EE or Form 10-K11.09, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc14), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc15)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating AdvisorPaying Agent, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Senior Trust Advisor and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05, 11.06 and Section 10.0711.07 of this Agreement, the Certificate Administrator Paying Agent shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator Paying Agent shall file (via the Commission’s Electronic Data Gathering and Retrieval SystemSystem (“EXXXX”)) such Forms executed by the Depositor. Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any Sponsor, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) In the event that the Certificate Administrator Paying Agent is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Paying Agent will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Paying Agent, the Senior Trust Advisor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Paying Agent will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Paying Agent will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Paying Agent to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Paying Agent of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.16 of this Article X. Agreement. The Certificate Administrator Paying Agent shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate AdministratorPaying Agent’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. Each of the Master Servicer (and the Master Xxxxicer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, each Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof.
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XII to be reviewed by the Depositor should be forwarded electronically to rmbsdealupdate@morganstanley.com. In addition, for purposes of thix Xxxxxxx XXX, xx xxx Xxxxxxxxxx Administrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Wells Fargo Bank, National Association is both Securities Administxxxxx and Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor shall notify the Securities Administration in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions should be "no." In the absence of such notification by the Depositor to the Securities Administrator, the Securities Administrator shall be entitled to assume that the answer to the questions on Form 10-D and Form 10-K should be "yes". The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-9ar), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-13arx)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Administrator is Securities Xxxxnistrator becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. 121 The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-20)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating AdvisorCertificate Administrator, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Senior Trust Advisor and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05, 11.06 and Section 10.0711.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval SystemSystem (“XXXXX”)) such Forms executed by the Depositor. Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Certificate Administrator, the Senior Trust Advisor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and Section 11.16 of this Article X. Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee Reporting Servicers shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05 and Section 10.0711.06 below, the Certificate Administrator Trustee shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator Trustee shall file (via the Commission’s 's Electronic Data Gathering and Retrieval SystemSystem ("Edgar")) such Forms executed by the Depositor.
(b) In the event xxxxx that the Certificate Administrator Trustee is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator Trustee will promptly notify (which notice may be sent by fax or by e-mail notwithstanding the provisions of Section 12.05 and shall promptly as soon as practicable, but include identity of those Reporting Servicers who either did not deliver such information or delivered such information to it after the delivery deadlines set forth in no event later than twenty-four (24this Agreement) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, Depositor and each Reporting Servicer that failed to make such Other Depositor or Other Exchange Act Reporting Party thereofdisclosure. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicers, the Special Servicer, the Co-Trustee and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Trustee will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Trustee to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amendedA, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS10-EEK/A. A ; provided however that the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Statement to Certificateholders. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an authorized officer of the DepositorDepositor or a senior officer of the Depositor in charge of securitization, as applicable. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 11.03 related to the timely preparation preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.06, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.07, Form 10-D11.08, Form ABS-EE or Form 10-K11.09, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Administrator is Securitixx Xxministrator becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any 112 amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-18)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and the Certificate Administrator Custodian shall file (via and the Commission’s Electronic Data Gathering Master Servicer shall cause the Servicer and Retrieval Systemsubservicer to) provide the Depositor with (a) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Administrator Securities Xxxxnistrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement and the Certificate Administrator Servicer will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Informationinformation with respect to Reportable Events and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. D. In the event that any previously filed Form 8-K K, 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 8-KA, 10-D/A DA or Form ABS10-EE/A. KA. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the DepositorMaster Servicer. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.03 13.01 related to the timely preparation and filing of Form 12b-25 or any 115 amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 12b-25 or any amendments to Form Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon written request, such further information, reports and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission. Upon filing with the Commission and upon request by the Depositor, the Securities Administrator shall promptly deliver to the Depositor a copy of any such reports.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-2)
Filing Obligations. (a) The Each Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Paying Agent and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05, 11.06 and Section 10.0711.07 of this Agreement, the Certificate Administrator Paying Agent shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator Paying Agent shall file (via the Commission’s 's Electronic Data Gathering and Retrieval SystemSystem ("EDGAR")) such Forms executed by the Depositor. Each party xxxxxo shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any Sponsor, credit enhancer, derivative provider or "significant obligor" as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) In the event that the Certificate Administrator Paying Agent is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Paying Agent will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicers, the Paying Agent and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Paying Agent will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Paying Agent will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Paying Agent to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Paying Agent of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10 and 11.11 of this Article X. Agreement. The Certificate Administrator Paying Agent shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s Paying Agent's inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Cibc19)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form.
(b) Prior to January 30 of the first yexx xx which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will and the Certificate Administrator will thereupon Master Servicer shall cause each Servicer to cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. D. In the event that any previously filed Form 8-K K, 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 8-KA, 10-D/A DA or 10-KA. Any Form ABS-EE/A. Any 15, Form 12b-25 or any amendment to Form 8-K, Form 122 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XII related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to Form Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. 120 In the event that the Certificate Securities Administrator is becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2007-6)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Servicer and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator The Trustee shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator Trustee shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator Trustee is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Trustee will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the DepositorDepositor and whichever party hereto failed to deliver, such Other Depositor or Other Exchange Act Reporting Party thereofdelivered after any applicable deadline, any required disclosure information. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure Information, and upon direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. D. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Trustee will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amendedA, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS10-EEK/A. A; provided, however, the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement hereto acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 11.08 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.07, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.08, Form 10-D11.09, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and each Custodian shall (and the Certificate Master Servicer shall cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (a) such information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. Each of the Master Servicer (and the Master Xxxxicer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, each Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof. 171
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file (via a Form 15 relating to the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by automatic suspension of reporting in respect of the DepositorTrust under the Exchange Act.
(bc) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XII to be reviewed by the Depositor should be forwarded electronically to rmbsdealupdate@morganstanley.com. In addition, for purposes of thix Xxxxxxx XXX, xx xxx Xxxxxxxxxx Administrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Wells Fargo Bank, National Association is both Securities Administxxxxx and Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 172 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor shall notify the Securities Administration in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions should be "no." In the absence of such notification by the Depositor to the Securities Administrator, the Securities Administrator shall be entitled to assume that the answer to the questions on Form 10-D and Form 10-K should be "yes". The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-11)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Sexxxxxies Administrator is becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-15)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Servicer and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator The Trustee shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator Trustee shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator Trustee is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Trustee will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the DepositorDepositor and whichever party hereto failed to deliver, such Other Depositor or Other Exchange Act Reporting Party thereofdelivered after any applicable deadline, any required disclosure information. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure Information, and upon direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. D. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Trustee will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amendedA, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS10-EEK/A. A; provided, however, that the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement hereto acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 11.08 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.07, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.08, Form 10-D11.09, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2006-6)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee Reporting Servicers shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05 and Section 10.0711.06 below, the Certificate Administrator Paying Agent shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator Paying Agent shall file (via the Commission’s 's Electronic Data Gathering and Retrieval SystemSystem ("Edgar")) such Forms executed by the Depositor.
(b) In the event xxxxx that the Certificate Administrator Paying Agent is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator Paying Agent will promptly notify (which notice may be sent by fax or by e-mail notwithstanding the provisions of Section 12.05 and shall promptly as soon as practicable, but include identity of those Reporting Servicers who either did not deliver such information or delivered such information to it after the delivery deadlines set forth in no event later than twenty-four (24this Agreement) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, Depositor and each Reporting Servicer that failed to make such Other Depositor or Other Exchange Act Reporting Party thereofdisclosure. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicers, the Special Servicer, the Paying Agent and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Paying Agent will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Paying Agent will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Paying Agent to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amendedA, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS10-EEK/A. A ; provided however that the Paying Agent will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Statement to Certificateholders. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an authorized officer of the DepositorDepositor or a senior officer of the Depositor in charge of securitization, as applicable. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Paying Agent of its duties under this Section 10.03 11.03 related to the timely preparation preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.06, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.07, Form 10-D11.08, Form ABS-EE or Form 10-K11.09, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp7)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Trustee and the Certificate Administrator Custodian shall file provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Administrator is Trustee xxxxxes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Administrator shall Trustee will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator Depositor will thereupon cooperate cause the Servicer or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will Trustee shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A K or Form 10-K D shall be signed by an officer a duly authorized representative of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 11.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Administrator Trustee shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s Trustee's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Depositor shall be responsible for any no-action letter requests or other exemptive relief from the Commission that the Depositor deems necessary or appropriate with respect to the Certificates. The Trustee shall cooperate with such efforts. In no event shall the Trustee have any liability for the execution or content of any document required to be filed by the 1934 Act. 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 and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Samples: Trust Agreement (New Century Alternative Mortgage Loan Trust 2006-Alt2)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. Each of the Master Servicer (and the Master Xxxxicer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, each Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof.
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed 139 Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XII to be reviewed by the Depositor should be forwarded electronically to rmbsdealupdate@morganstanley.com. In addition, for purposes of thix Xxxxxxx XXX, xx xxx Xxxxxxxxxx Administrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Wells Fargo Bank, National Association is both Securities Administxxxxx and Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor shall notify the Securities Administration in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions should be "no." In the absence of such notification by the Depositor to the Securities Administrator, the Securities Administrator shall be entitled to assume that the answer to the questions on Form 10-D and Form 10-K should be "yes". The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-6xs)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. Each of the Master Servicer (and the Master Xxxxicer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, each Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof.
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA 167 or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XII to be reviewed by the Depositor should be forwarded electronically to rmbsdealupdate@morganstanley.com. In addition, for purposes of thix Xxxxxxx XXX, xx xxx Xxxxxxxxxx Administrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Wells Fargo Bank, National Association is both Securities Administxxxxx and Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor shall notify the Securities Administration in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions should be "no." In the absence of such notification by the Depositor to the Securities Administrator, the Securities Administrator shall be entitled to assume that the answer to the questions on Form 10-D and Form 10-K should be "yes". The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-7)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Administrator is Securities Xxxxxistrator becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2007-1)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and the Certificate Administrator Custodian shall file (via and the Commission’s Electronic Data Gathering and Retrieval SystemMaster Servicer shall cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (a) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in XXXXX-compatible form. Each of the Master Servicer (and the Master Servicer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, the Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof.
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act. 134
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XIII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XIII to be reviewed by the Depositor should be forwarded electronically to xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx. In addition, for purposes of this Article XIII, if the Securities Administrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Xxxxx Fargo Bank, National Association is both Securities Administrator and Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor shall notify the Securities Administration in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 135
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-15xs)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. Each of the Master Servicer (and the Master Xxxxicer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, each Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof.
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each 137 Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XII to be reviewed by the Depositor should be forwarded electronically to rmbsdealupdate@morganstanley.com. In addition, for purposes of thix Xxxxxxx XXX, xx xxx Xxxxxxxxxx Administrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Wells Fargo Bank, National Association is both Securities Administxxxxx and Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor shall notify the Securities Administration in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions should be "no." In the absence of such notification by the Depositor to the Securities Administrator, the Securities Administrator shall be entitled to assume that the answer to the questions on Form 10-D and Form 10-K should be "yes". The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. 138
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-3ar)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. Each of the Master Servicer (and the Master Xxxxxcer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, each Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof.
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act. 178
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XII to be reviewed by the Depositor should be forwarded electronically to rmbsdealupdate@morganstanley.com. In addition, for purposes of this Xxxxxxx XXX, xx xxx Xxxxxxxxxx Administrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Wells Fargo Bank, National Association is both Securities Administrxxxx and Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor shall notify the Securities Administration in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 179 10-K, if the answer to the questions should be "no." In the absence of such notification by the Depositor to the Securities Administrator, the Securities Administrator shall be entitled to assume that the answer to the questions on Form 10-D and Form 10-K should be "yes". The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-8ar)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. Each of the Master Servicer (and the Master Sxxxxxer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, each Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof.
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XII to be reviewed by the Depositor should be forwarded electronically to rmbsdealupdate@morganstanley.com. In addition, for purposes of this Xxxxxxx XXX, xx xxx Xxxxxxxxxx Xdministrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Wells Fargo Bank, National Association is both Securities Administraxxx xnd Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor shall notify the Securities Administration in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions should be "no." In the absence of such notification by the Depositor to the Securities Administrator, the Securities Administrator shall be entitled to assume that the answer to the questions on Form 10-D and Form 10-K should be "yes". The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-1xs)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Administrator is Securities Xxxxxistrator becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers 116 or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-11)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Administrator is Securitixx Xxministrator becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-16)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee Custodians shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and the Certificate Administrator Custodians shall file (via and the Commission’s Electronic Data Gathering Master Servicer shall cause each Servicer and Retrieval Systemsubservicer to) provide the Depositor with (a) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EXXXX-compatible form. In the event that the Certificate Securities Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement and the Certificate Administrator Servicers will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Informationinformation with respect to Reportable Events and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. D. In the event that any previously filed Form 8-K K, 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 8-KA, 10-D/A DA or Form ABS10-EE/A. KA. Any Form 12b-25 or any 109 amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the DepositorMaster Servicer. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.03 13.01 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 12b-25 or any amendments to Form Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon written request, such further information, reports and financial statements within its control related to the Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission. Upon filing with the Commission and upon request by the Depositor, the Securities Administrator shall promptly deliver to the Depositor a copy of any such reports.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-4)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed 112 information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Administrator is Securitiex Xxxinistrator becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-10)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating AdvisorCertificate Administrator, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Senior Trust Advisor and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05, 11.06 and Section 10.0711.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval SystemSystem (“EDXXX”)) such Forms executed by the Depositor. Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Certificate Administrator, the Senior Trust Advisor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10 and 11.11 of this Article X. Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Servicer and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator The Trustee shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator Trustee shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator Trustee is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Trustee will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the DepositorDepositor and whichever party hereto failed to deliver, such Other Depositor or Other Exchange Act Reporting Party thereofdelivered after any applicable deadline, any required disclosure information. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. D. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Trustee will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amendedA, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS10-EEK/A. A; provided, however, that the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement hereto acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 11.08 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.07, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.08, Form 10-D11.09, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2006-3)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee Reporting Servicers shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05 and Section 10.0711.06 below, the Certificate Administrator Trustee shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator Trustee shall file (via the Commission’s 's Electronic Data Gathering and Retrieval SystemSystem ("Edgar")) such Forms executed by the Depositor.
(b) In the event exxxx that the Certificate Administrator Trustee is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator Trustee will promptly notify (which notice may be sent by fax or by e-mail notwithstanding the provisions of Section 12.05 and shall promptly as soon as practicable, but include identity of those Reporting Servicers who either did not deliver such information or delivered such information to it after the delivery deadlines set forth in no event later than twenty-four (24this Agreement) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, Depositor and each Reporting Servicer that failed to make such Other Depositor or Other Exchange Act Reporting Party thereofdisclosure. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicers, the Special Servicer, the Co-Trustee and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Trustee will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Trustee to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amendedA, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS10-EEK/A. A ; provided however that the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Statement to Certificateholders. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an authorized officer of the DepositorDepositor or a senior officer of the Depositor in charge of securitization, as applicable. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 11.03 related to the timely preparation preparation, arrangement for execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.06, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.07, Form 10-D11.08, Form ABS-EE or Form 10-K11.09, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization TrustDepositor’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EXXXX-compatible form. In the event that the Certificate Securities Administrator is becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Filing Obligations. (a) The Master Servicer, the Special ServicerIndenture Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee each Seller shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Issuer in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Issuer's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the Trust. In addition to the information specified below, in order to permit if so requested by the timely filing thereofIssuer for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Indenture Trustee, and each Seller shall provide the Certificate Administrator shall file Issuer with
(via i) any information available to it without unreasonable effort or expense and within the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed timeframe reasonably requested by the DepositorIssuer to comply with the Issuer's reporting obligations under the Exchange Act and
(ii) to the extent it is a party (and the Issuer is not a party) to any agreement or amendment required to be filed, copies of the agreement or amendment in EDGAR-compatible form.
(b) In accordance with the event that Exchange Act, the Certificate Administrator is unable Indenture Trustee shall prepare for filing and file within 15 days after each Payment Date (subject to timely file permitted extensions under the Exchange Act) with the Commission with respect to the Trust, a Form 10-D with copies of the Monthly Statement and, to the extent delivered to the Indenture Trustee, no later than 10 days following the Payment Date, any other information identified by the Issuer or deliver the Master Servicer, in writing, to be filed with the Commission (the "Additional Designated Information"). If the Issuer or Master Servicer directs that any Other Depositor or Other Exchange Act Reporting Party as Additional Designated Information is to which the applicable Companion Loan is affected, all or any required portion of be filed with any Form 8-K, 10-D, ABS-EE the Issuer or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementMaster Servicer, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-Dmay be, ABS-EE and 10-K, shall specify the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information Item on the next succeeding Form 10-D to which the information is responsive and, with respect to any Exhibit to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, on Form 10-D, Form ABS-EE/A or the Exhibit number. Any information to be filed on Form 10-K D shall be signed delivered to the Indenture Trustee in EDGAR-compatible form or as otherxxxx agreed upon by the Indenture Trustee and the Issuer or the Master Servicer, as the case may be, at the Issuer's expense, and any necessary conversion to EDGAR-compatible format will be ax xxx Issuer's expense. At the reasonable request of, and in accordance with the reasonable directions of, the Issuer or the Master Servicer, subject to the two preceding sentences, the Indenture Trustee shall prepare for filing and file an officer amendment to any Form 10-D previously filed with the Commission with respect to the Trust Fund. The Master Servicer shall sign the Form 10-D filed on behalf of the Trust.
(c) No later than each Payment Date, each of the Master Servicer and the Indenture Trustee shall notify the Issuer and the Master Servicer of any litigation or governmental proceedings material to the Holders of the Notes or the Credit Enhancer pending against it or (to the extent the Master Servicer or the Indenture Trustee has actual knowledge of any such litigation or governmental proceedings material to the Holders of the Notes or the Credit Enhancer) pending against any of the Trust, the Depositor, or any subservicer, together with a description of the item that conforms to Regulation AB. If so requested by the Issuer, each of the Master Servicer and the Indenture Trustee shall provide any information that is available to the Master Servicer and the Indenture Trustee, as applicable, without unreasonable effort or expense regarding the performance or servicing of the Mortgage Loans (in the case of the Indenture Trustee, based on the information provided by the Master Servicer) reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. The information shall be provided concurrently with the Servicing Certificate delivered pursuant to Section 4.01 in the case of the Master Servicer and the Monthly Statement in the case of the Indenture Trustee, commencing with the first report due not less than five Business Days following the request.
(d) If the parties to this Agreement acknowledge that the performance by the Certificate Administrator desire to further clarify or amend any provision of its duties under this Section 10.03 related 3.14, this Agreement shall be amended to reflect the timely preparation and filing new agreement between the parties covering matters in this Section 3.14 pursuant to Section 8.01, which amendment shall not require any Opinion of Form 12b-25 Counsel or satisfaction of the Rating Agency Condition or the consent of any amendment to Form 8-K, Form 10-D, Form ABS-EE holder of Certificates or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconductNotes.
Appears in 1 contract
Samples: Sale and Servicing Agreement (CWHEQ Revolving Home Equity Loan Trust, Series 2005-K)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator 119 Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Sxxxxxties Administrator is becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission. 120
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-19)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating AdvisorCertificate Administrator, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Senior Trust Advisor and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05, 11.06 and Section 10.0711.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval SystemSystem (“EXXXX”)) such Forms executed by the Depositor. Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Certificate Administrator, the Senior Trust Advisor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, and 11.11 of this Article X. Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C15)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Servicer and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator The Trustee shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator Trustee shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator Trustee is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Trustee will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the DepositorDepositor and whichever party hereto failed to deliver, such Other Depositor or Other Exchange Act Reporting Party thereofdelivered after any applicable deadline, any required disclosure information. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure Information, and upon direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. D. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Trustee will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amendedA, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS10-EEK/A. A; provided, however, the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement hereto acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 11.08 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.Sections
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Administrator is Securitxxx Xdministrator becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to 110 properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2007-2)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Servicer and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator The Trustee shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator Trustee shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator Trustee is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Trustee will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the DepositorDepositor and whichever party hereto failed to deliver, such Other Depositor or Other Exchange Act Reporting Party thereofdelivered after any applicable deadline, any required disclosure information. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Trustee will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. D. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Trustee will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amendedA, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS10-EEK/A. A; provided, however, that the Trustee will not be required to notify the Depositor or any other party hereto in advance of amending Form 10-D where such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement hereto acknowledge that the performance by the Certificate Administrator Trustee of its duties under this Section 10.03 11.08 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.07, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.08, Form 10-D11.09, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc. Series 2006-1)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. Each of the Master Servicer (and the Master Sxxxxxer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, each Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof.
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D 121 shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XII to be reviewed by the Depositor should be forwarded electronically to rmbsdealupdate@morganstanley.com. In addition, for purposes of this Xxxxxxx XXX, xx xxx Xxxxxxxxxx Xdministrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Wells Fargo Bank, National Association is both Securities Administraxxx xnd Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor shall notify the Securities Administration in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions should be "no." In the absence of such notification by the Depositor to the Securities Administrator, the Securities Administrator shall be entitled to assume that the answer to the questions on Form 10-D and Form 10-K should be "yes". The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-5ar)
Filing Obligations. (a) The Master ServicerTrustee, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Trustee, the Securities Administrator and each Custodian shall provide the Certificate Administrator shall file Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Administrator is Securities Xxxxnistrator becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and cause the Certificate Administrator will thereupon cooperate Servicer or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A K or Form 10-K D shall be signed by an officer a duly authorized representative of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.03 12.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc23)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Secxxxxxes Administrator is becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to 119 prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-17)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization TrustDepositor’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and the Certificate Administrator Custodian shall file (via and the Commission’s Electronic Data Gathering and Retrieval SystemMaster Servicer shall cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (a) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor’s reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in XXXXX-compatible form. Each of the Master Servicer (and the Master Servicer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, the Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof.
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XII to be reviewed by the Depositor should be forwarded electronically to xxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx. In addition, for purposes of this Article XII, if the Securities Administrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Xxxxx Fargo Bank, National Association is both Securities Administrator and Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.” The Depositor shall notify the Securities Administration in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.” In the absence of such notification by the Depositor to the Securities Administrator, the Securities Administrator shall be entitled to assume that the answer to the questions on Form 10-D and Form 10-K should be “yes”. The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-15ar)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Paying Agent and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05, 11.06 and Section 10.0711.07 below, the Certificate Administrator Paying Agent shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator Paying Agent shall file (via the Commission’s 's Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor. Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any Sponsor, credit enhancer, derivative provider or "significant obligor" as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) In the event that the Certificate Administrator Paying Agent is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Paying Agent will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Paying Agent and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Paying Agent will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Paying Agent will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Paying Agent to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Paying Agent of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any lossSections 11.03, expense11.04, damage11.05, or claim arising out of or with respect to any failure to properly prepare11.06, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K11.07, Form 10-D11.08, Form ABS-EE or Form 10-K11.09, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct11.10 and 11.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc17)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and the Certificate Administrator Custodian shall file (via and the Commission’s Electronic Data Gathering and Retrieval SystemMaster Servicer shall cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (a) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. Each of the Master Servicer (and the Master Xxxxicer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, the Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying 133 party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof.
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XIII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XIII to be reviewed by the Depositor should be forwarded electronically to rmbsdealupdate@morganstanley.com. In addition, for purposes of thix Xxxxxxx XXXX, xx xxx Xxxxxxxxxs Administrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Wells Fargo Bank, National 000 Association is both Securities Administrator and Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days." The Depositor shall notify the Securities Administration in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions should be "no." In the absence of such notification by the Depositor to the Securities Administrator, the Securities Administrator shall be entitled to assume that the answer to the questions on Form 10-D and Form 10-K should be "yes". The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-17xs)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.0410.03, Section 10.05 10.04 and Section 10.0710.06, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed by the Depositor.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 10.02 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj14)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating AdvisorCertificate Administrator, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trust Advisor and the Trustee shall shall, and (and shall cause (or, in the case of i) with respect to any Servicing Function Participant that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to causecause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each Additional Servicer and such Servicing Function Participant utilized thereby (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to) , reasonably cooperate with the Certificate Administrator and the Depositor (and each any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) in connection with the satisfaction of Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s and each (or such Other Securitization Trust’s Securitization’s) reporting requirements under the Exchange Act. Pursuant Each party hereto shall be entitled to Section 10.04, Section 10.05 and Section 10.07, rely on the Certificate Administrator shall prepare for execution by information in the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act Prospectus Supplement with respect to the Trustidentity of any sponsor, in order credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed itself or any information required to be provided by the Depositorit or indemnified for by it pursuant to any separate agreement.
(b) In the event It is hereby acknowledged that the Certificate Administrator is unable Mortgaged Property related to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion 100 Xxxxxx Xxxxxx Mortgage Loan is affecteda Significant Obligor, all or any required portion and, accordingly, Item 6 of any Form 8-K, 10-D, ABS-EE or D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income for the Mortgaged Property, as required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24Item 1112(b)(1) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York timeof Regulation AB, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding each Form 10-D to be filed by the Trust with respect to a Distribution Date immediately following the date in which each financial statement or other financial information (to the extent such financial information relates to updated net operating income) of the Significant Obligor is required to be delivered to the lender under the related Mortgage Loan Documents (which, for the Trust. In avoidance of doubt, is 45 calendar days following the event that any previously filed Form 8-K end of the first, second and third calendar quarters or 75 calendar days following the end of each fiscal year, as applicable, as set forth in Section 4.12 of the related loan agreement), or on each Form 10-K needs to be amendedfiled by the Trust, as applicable. After receipt of the updated net operating income information, the Certificate Administrator will notify Master Servicer shall update the Depositor thereoffollowing columns of the CREFC Loan Periodic Update File for (i) the next applicable Distribution Date if the Master Servicer receives such updated net operating income information at least ten (10) Business Days prior to the Determination Date related to such Distribution Date or (ii) the second succeeding Distribution Date if the Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,” 72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”), as such other parties as needed column references and field numbers may change from time to time. If the parties hereto will cooperate Master Servicer does not receive financial information satisfactory to comply with the Certificate Administrator to prepare any necessary Item 6 of Form 810-K/A D or Item 1112(b)(1) of Form 10-K/A. In , as the event case may be, of the Significant Obligor with respect to the 100 Xxxxxx Xxxxxx Mortgage Loan within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Depositor (and the Master Servicer shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify the Depositor) that any previously filed it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic financial statements of the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to the 100 Xxxxxx Xxxxxx Mortgage Loan to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form ABS10-EE needs K, as applicable, is required to be amendedfiled by the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate Administrator and the Depositor. This Officer’s Certificate should be addressed to the Certificate Administrator as follows: Wxxxx Fargo Bank, N.A., 9000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SEC Reporting Group, or e-mailed to cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. If the Certificate Administrator has not received financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, it shall notify include the Depositor thereoffollowing statement with respect to Item 6 on the related Form 10-D or Item 1112(b)(1) on the related Form 10-K: “The information required for this [Item 6] [Item 1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to the extent required under the related pooling and such other parties as neededservicing agreement, to obtain the information required for this [Item 6] [Item 1112(b)(1)], and the parties hereto shall cooperate registrant has been unable to prepare any necessary obtain such information to include on this [Form 10-D/A ] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as directed by the Depositor. With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Pari Passu Companion Loan, the Master Servicer shall, after receipt of updated net operating income information, (x) promptly deliver the financial statements of such “significant obligor” to the Other Depositor and Other Trustee of such Other Securitization and (y) update the columns of the CREFC Loan Periodic Update File related to such “significant obligor” as described in the last sentence of the first paragraph of this clause (b). If the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form ABS10-EE/A. Any D or Item 1112(b)(1) of Form 12b-25 or any amendment to Form 810-K, as the case may be, of such “significant obligor” within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the borrower related to such “significant obligor” to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to such failure results from Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement. In the event that the Master Servicer does not receive financial information of the Significant Obligor with respect to the 100 Xxxxxx Xxxxxx Mortgage Loan satisfactory to comply with this Agreement and the Mortgage Loan Documents which information is gathered to allow the Trustee/Certificate Administrator’s inability Administrator to comply with Item 6 of Form 10-D or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Item 1112(b)(1) of Form 12b-25 or any amendments to Forms 810-K, as the case may be, within ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Depositor (or the Master Servicer shall use commercially reasonable efforts to cause a Sub-Servicer to notify the Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic financial statements and other reports (to the extent such other reports relate to updated net operating income) required to be delivered by the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (or shall use commercially reasonable efforts to cause a Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to the 100 Xxxxxx Xxxxxx Mortgage Loan to obtain the required Significant Obligor financial information set forth above and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D, Form ABS-EE D or Form 10-K, as applicable, is required to be filed by the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate Administrator and the Depositor. This Officer’s Certificate should be addressed to the Certificate Administrator as follows: Wxxxx Fargo Bank, N.A., 9000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SEC Reporting Group, or e-mailed to cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. If the Certificate Administrator has not resulting received from the Master Servicer financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, it shall include the following statement with respect to Item 6 on the related Form 10-D or Item 1112(b)(1) on the related Form 10-K: “The information required for this [Item 6] [Item 1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to the extent required under the related pooling and servicing agreement, to obtain the information required for this [Item 6] [Item 1112(b)(1)], and the registrant has been unable to obtain such information to include on this [Form 10-D] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as directed by the Depositor. With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Pari Passu Companion Loan, the Master Servicer shall, after receipt of updated net operating income information, (x) promptly deliver the financial statements of such “significant obligor” to the Other Depositor and Other Trustee of such Other Securitization and (y) update the columns of the CREFC Loan Periodic Update File related to such “significant obligor” as described in the last sentence of the first paragraph of this clause (b). If the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the borrower related to such “significant obligor” to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing its own negligenceattempts to obtain this information to the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, bad faith or willful misconductas specified in the related Other Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Administrator is Securities Xxxxxistrator becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers 117 or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-14)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed 106 information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Administrator Securities Xxxxxistrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement and the Certificate Administrator Servicers will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Informationinformation with respect to Reportable Events and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. D. In the event that any previously filed Form 8-K K, 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 8-KA, 10-D/A DA or Form ABS10-EE/A. KA. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the DepositorMaster Servicer. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.03 13.01 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 12b-25 or any amendments to Form Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon written request, such further information, reports and financial statements within its control related to this Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission. Upon filing with the Commission, the Securities Administrator shall promptly (but no later than one (1) Business Day after such filing) make available on its internet website final executed copies of such reports.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-7)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating AdvisorCertificate Administrator, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trust Advisor and the Trustee shall shall, and (and shall cause (or, in the case of i) with respect to any Servicing Function Participant that is a Mortgage Loan Seller Designated Sub-ServicerServicer of such party, shall use commercially reasonable efforts to causecause such Designated Sub-Servicer to, and (ii) with respect to any other Servicing Function Participant, shall cause each Additional Servicer and such Servicing Function Participant utilized thereby (other than any party to this Agreement) with which it has entered into a servicing relationship with respect to the Mortgage Loans to) , reasonably cooperate with the Certificate Administrator and the Depositor (and each any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan) in connection with the satisfaction of Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s and each (or such Other Securitization Trust’s Securitization’s) reporting requirements under the Exchange Act. Pursuant Each party hereto shall be entitled to Section 10.04, Section 10.05 and Section 10.07, rely on the Certificate Administrator shall prepare for execution by information in the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act Prospectus Supplement with respect to the Trustidentity of any sponsor, in order credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms executed itself or any information required to be provided by the Depositorit or indemnified for by it pursuant to any separate agreement.
(b) In the event It is hereby acknowledged that the Certificate Administrator is unable Mortgaged Property related to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion 100 Xxxxxx Xxxxxx Mortgage Loan is affecteda Significant Obligor, all or any required portion and, accordingly, Item 6 of any Form 8-K, 10-D, ABS-EE or D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating income for the Mortgaged Property, as required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24Item 1112(b)(1) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York timeof Regulation AB, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information, include such disclosure information on the next succeeding each Form 10-D to be filed by the Trust with respect to a Distribution Date immediately following the date in which each financial statement or other financial information (to the extent such financial information relates to updated net operating income) of the Significant Obligor is required to be delivered to the lender under the related Mortgage Loan Documents (which, for the Trust. In avoidance of doubt, is 30 calendar days following the event that any previously filed Form 8-K end of the first, second and third calendar quarters or 75 calendar days following the end of each fiscal year, as applicable, as set forth in Section 4.12 of the related loan agreement), or on each Form 10-K needs to be amendedfiled by the Trust, as applicable. After receipt of the updated net operating income information, the Certificate Administrator will notify Master Servicer shall update the Depositor thereoffollowing columns of the CREFC Loan Periodic Update File for (i) the next applicable Distribution Date if the Master Servicer receives such updated net operating income information at least ten (10) Business Days prior to the Determination Date related to such Distribution Date or (ii) the second succeeding Distribution Date if the Master Servicer does not receive such updated net operating income information prior to the date set forth in clause (i): BB, BP, BT and BU (corresponding fields 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,” 72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”), as such other parties as needed column references and field numbers may change from time to time. If the parties hereto will cooperate Master Servicer does not receive financial information satisfactory to comply with the Certificate Administrator to prepare any necessary Item 6 of Form 810-K/A D or Item 1112(b)(1) of Form 10-K/A. In , as the event case may be, of the Significant Obligor with respect to the 100 Xxxxxx Xxxxxx Mortgage Loan within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Depositor (and the Master Servicer shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify the Depositor) that any previously filed it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic financial statements of the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to the 100 Xxxxxx Xxxxxx Mortgage Loan to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form ABS10-EE needs K, as applicable, is required to be amendedfiled by the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate Administrator and the Depositor. This Officer’s Certificate should be addressed to the Certificate Administrator as follows: Wxxxx Fargo Bank, N.A., 9000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SEC Reporting Group, or e-mailed to cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. If the Certificate Administrator has not received financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, it shall notify include the Depositor thereoffollowing statement with respect to Item 6 on the related Form 10-D or Item 1112(b)(1) on the related Form 10-K: “The information required for this [Item 6] [Item 1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to the extent required under the related pooling and such other parties as neededservicing agreement, to obtain the information required for this [Item 6] [Item 1112(b)(1)], and the parties hereto shall cooperate registrant has been unable to prepare any necessary obtain such information to include on this [Form 10-D/A ] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as directed by the Depositor. With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Pari Passu Companion Loan, the Master Servicer shall, after receipt of updated net operating income information, (x) promptly deliver the financial statements of such “significant obligor” to the Other Depositor and Other Trustee of such Other Securitization and (y) update the columns of the CREFC Loan Periodic Update File related to such “significant obligor” as described in the last sentence of the first paragraph of this clause (b). If the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form ABS10-EE/A. Any D or Item 1112(b)(1) of Form 12b-25 or any amendment to Form 810-K, as the case may be, of such “significant obligor” within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the borrower related to such “significant obligor” to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to such failure results from Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement. In the event that the Master Servicer does not receive financial information of the Significant Obligor with respect to the 100 Xxxxxx Xxxxxx Mortgage Loan satisfactory to comply with this Agreement and the Mortgage Loan Documents which information is gathered to allow the Trustee/Certificate Administrator’s inability Administrator to comply with Item 6 of Form 10-D or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Item 1112(b)(1) of Form 12b-25 or any amendments to Forms 810-K, as the case may be, within ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Depositor (or the Master Servicer shall use commercially reasonable efforts to cause a Sub-Servicer to notify the Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain the periodic financial statements and other reports (to the extent such other reports relate to updated net operating income) required to be delivered by the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (or shall use commercially reasonable efforts to cause a Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to the 100 Xxxxxx Xxxxxx Mortgage Loan to obtain the required Significant Obligor financial information set forth above and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D, Form ABS-EE D or Form 10-K, as applicable, is required to be filed by the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate Administrator and the Depositor. This Officer’s Certificate should be addressed to the Certificate Administrator as follows: Wxxxx Fargo Bank, N.A., 9000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SEC Reporting Group, or e-mailed to cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. If the Certificate Administrator has not resulting received from the Master Servicer financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, it shall include the following statement with respect to Item 6 on the related Form 10-D or Item 1112(b)(1) on the related Form 10-K: “The information required for this [Item 6] [Item 1112(b)(1)] rests with a person or entity which is not affiliated with the registrant. Oral and written requests have been made on behalf of the registrant, to the extent required under the related pooling and servicing agreement, to obtain the information required for this [Item 6] [Item 1112(b)(1)], and the registrant has been unable to obtain such information to include on this [Form 10-D] [Form 10-K] by the related filing deadline. The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or such other statement as directed by the Depositor. With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Pari Passu Companion Loan, the Master Servicer shall, after receipt of updated net operating income information, (x) promptly deliver the financial statements of such “significant obligor” to the Other Depositor and Other Trustee of such Other Securitization and (y) update the columns of the CREFC Loan Periodic Update File related to such “significant obligor” as described in the last sentence of the first paragraph of this clause (b). If the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within ten Business Days after the date such financial information is required to be delivered under the related Mortgage Loan Documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion Loan (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to notify such Other Depositor) that it has not received them. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Borrower under the related Mortgage Loan Documents. The Master Servicer shall (and shall cause each Sub-Servicing Agreement to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the borrower related to such “significant obligor” to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing its own negligenceattempts to obtain this information to the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, bad faith or willful misconductas specified in the related Other Pooling and Servicing Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and the Certificate Administrator Custodian shall file (via and the Commission’s Electronic Data Gathering and Retrieval SystemMaster Servicer shall cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (a) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. Each of the Master Servicer (and the Master Sxxxxxer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, the Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof.
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XII to be reviewed by the Depositor should be forwarded electronically to rmbsdealupdate@morganstanley.com. In addition, for purposes of this Xxxxxxx XXX, xx xxx Xxxxxxxxxx Xdministrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Wells Fargo Bank, National Association is both Securities Administraxxx xnd Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements 133 for the past 90 days." The Depositor shall notify the Securities Administration in writing, no later than the fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D and no later than March 15th with respect to the filing of a report on Form 10-K, if the answer to the questions should be "no." In the absence of such notification by the Depositor to the Securities Administrator, the Securities Administrator shall be entitled to assume that the answer to the questions on Form 10-D and Form 10-K should be "yes". The Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-12xs)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Securities Administrator and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor Securities Administrator in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, if so requested by the Depositor in order to permit writing for the timely filing thereofpurpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Trustee, the Securities Administrator and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer and subservicer to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor.
's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. In the event that the Certificate Securixxxx Administrator is becomes aware that it will be unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and 10-K, the Depositor parties to this Agreement will cooperate and the Certificate Administrator will thereupon cooperate cause such other Servicers or Servicing Function Participants, as applicable, to cooperate, to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form DA and 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Securities Administrator will shall notify the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that KA. Any Form 15, Form 12b-25 or any previously filed amendment to Form 8-K or Form 10-D or Form ABS-EE needs shall be signed by a duly authorized representative of the Master Servicer. Any amendment to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Securities Administrator of 128 its duties under this Section 13.01 related to the timely preparation and filing of Form ABS-EE/A. Any 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. Section. The Certificate Securities Administrator shall have no liability for any loss, expense, damage, damage or claim arising out of or with respect to any failure to properly prepare, arrange for execution prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to receive, receive on a timely basis, any information from or on behalf of any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct. The Securities Administrator shall promptly file, and exercise its reasonable best efforts to obtain a favorable response to, no-action requests, or other appropriate exemptive relief with the Commission seeking the usual and customary exemption from such reporting requirements granted to issuers of securities similar to the Certificates if and to the extent the Depositor shall deem any such relief to be necessary or appropriate. Unless otherwise advised by the Depositor, the Securities Administrator shall assume that the Depositor is in compliance with the preceding sentence. In no event shall the Securities Administrator have any liability for the execution or content of any document required to be filed by the 1934 Act. The Depositor agrees to promptly furnish to the Securities Administrator, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2007-3)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating AdvisorCertificate Administrator, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Senior Trust Advisor and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05, 11.06 and Section 10.0711.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval SystemSystem (“XXXXX”)) such Forms executed by the Depositor. Each party hereto shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Certificate Administrator, the Senior Trust Advisor and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10 and 11.11 of this Article X. Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12)
Filing Obligations. (a) The Master Servicer, the Special ServicerSecurities Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Trustee and the Trustee each Custodian shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s Depositor's reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05 and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the TrustTrust Fund. In addition to the information specified below, in order to permit if so requested by the timely filing thereofDepositor for the purpose of satisfying its reporting obligation under the Exchange Act, the Master Servicer, the Securities Administrator, the Trustee and each Custodian shall (and the Certificate Administrator Master Servicer shall file cause each Servicer, to the extent required by the related Servicing Agreement, to) provide the Depositor with (via the Commission’s Electronic Data Gathering and Retrieval Systema) such Forms executed information which is available to such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the Depositor to comply with the Depositor's reporting obligations under the Exchange Act and (b) to the extent such Person is a party (and the Depositor is not a party) to any agreement or amendment required to be filed, copies of such agreement or amendment in EDGAR-compatible form. Each of the Master Servicer (and the Master Xxxxxcer shall cause any Servicer to notify promptly, to the extent required by the related Servicing Agreement), the Securities Administrator, each Custodian and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than two (2) Business Days after its occurrence, of any Reportable Event either (i) with respect to itself or any Affiliate of it or (ii) with respect to any Reporting Party, to the extent that it has received notice thereof.
(b) On or prior to January 30 of the first year in which the Securities Administrator is able to do so under applicable law, the Securities Administrator shall prepare 161 and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act.
(c) In the event that the Certificate Securities Administrator is unable to file timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, Form 10-D, ABS-EE D or Form 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this AgreementAgreement or for any other reason, the Certificate Securities Administrator shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), will immediately notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms Form 10-D, ABS-EE D and Form 10-K, the Depositor parties to this Agreement will (and the Certificate Administrator will thereupon cooperate Master Servicer shall cause each Servicer to cooperate) prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or DA and Form 10-K/A, KA as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Securities Administrator will, upon receipt of all required Form 8-K Disclosure Information, Information shall include such disclosure information on in the next succeeding Form 10-D unless directed by the Depositor to be filed for the Trustfile a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Certificate Securities Administrator will notify the Depositor thereof, and each Servicer affected by such amendment (unless such amendment is solely for the purpose of restating the monthly statement referred to in Section 4.05 hereof) and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A KA, Form 10-DA or Form 10-K/A. In the event that any previously filed KA. Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to a Form 8-K, K or a Form 10-D, Form ABS-EE/A or D shall be signed by a duly authorized representative of the Master Servicer. Any amendment to a Form 10-K shall be signed by an a senior officer of the DepositorMaster Servicer in charge of the master servicing function. The parties to this Agreement acknowledge that the performance by the Certificate Master Servicer and the Securities Administrator of its duties under this Section 10.03 Article XII related to the timely preparation and filing of a Form 15, Form 12b-25 or any amendment to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon each such parties observing all applicable deadlines in the performance of their party performing its duties under this Article X. The Certificate Section. Neither the Master Servicer nor the Securities Administrator shall have no any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution execute and/or timely file any such Form 15, Form 12b-25 or any amendments to a Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
(d) All items under this Article XII to be reviewed by the Depositor should be forwarded electronically to rmbsdealupdate@morganstanley.com. In addition, for purposes of this Xxxxxxx XXX, xx xxx Xxxxxxxxxx Administrator or the Master Servicer is required to provide any information or documentation to such other party, for so long as Wells Fargo Bank, National Association is both Securities Administrxxxx and Master Servicer, that delivery will be automatically deemed to have been made.
(e) Each of Form 10-D and Form 10-K requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-16ax)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator Paying Agent and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization Trust’s 's reporting requirements under the Exchange Act. Pursuant to Section 10.04Sections 11.04, Section 10.05 11.05, 11.06 and Section 10.0711.07 of this Agreement, the Certificate Administrator Paying Agent shall prepare for execution by the Depositor any Forms 108-D, ABS-EEK, 10-K D and 810-K required by the Exchange Act with respect to the TrustAct, in order to permit the timely filing thereof, and the Certificate Administrator Paying Agent shall file (via the Commission’s 's Electronic Data Gathering and Retrieval SystemSystem ("EDGAR")) such Forms executed by the Depositor. Each party xxxxxo shall be entitled to rely on the information in the Prospectus Supplement with respect to the identity of any Sponsor, credit enhancer, derivative provider or "significant obligor" as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.
(b) In the event that the Certificate Administrator Paying Agent is unable to timely file with the Commission or deliver to any Other Depositor or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any Form 8-K, 10-D, ABS-EE D or 10-K required to be filed by this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator shall Paying Agent will promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE D and 10-K, the Depositor Depositor, the Master Servicer, the Paying Agent and the Certificate Administrator Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator Paying Agent will, upon receipt of all required Form 8-K Disclosure InformationInformation and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that any previously filed Form 8-K K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator Paying Agent will notify the Depositor thereofDepositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator Paying Agent to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. In the event that any previously filed Any Form 10-D or Form ABS-EE needs to be amended15, the Certificate Administrator shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A D or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator Paying Agent of its duties under this Section 10.03 11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K is contingent upon such the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10 and 11.11 of this Article X. Agreement. The Certificate Administrator Paying Agent shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE D or Form 10-K, where such failure results from the Certificate Administrator’s Paying Agent's inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE D or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Cibc20)