Filing Obligations. (a) The Master Servicer, the Special Servicer, 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 10.03, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, 10-K and 8-K required by the Exchange Act, 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. 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-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 10.02 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-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 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 or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (CSAIL 2015-C4 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust)
Filing Obligations. (a) The Master Servicer, the Special Servicer, 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 10.03, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D, 10-K and 8-K required by the Exchange Act, 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. 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 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 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 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 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 -346- prepare any necessary Form 10-D/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-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 10.02 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-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 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 or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 5 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-C3 Commercial Mortgage Trust)
Filing Obligations. (a) The Master Servicer, the Special Servicer, the 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 10.03, Section 10.04 and Section 10.06, the The Certificate Administrator shall prepare for execution by the Depositor any Forms 108-DK, 10-K D and 810-K required by the Exchange Act, Act 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. 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 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 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 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, Form 10-D/A or Form 10-K/A. In A; provided, however, the event that Certificate Administrator will not be required to notify the Depositor or any previously filed other party hereto in advance of amending Form 10-D needs to be amendedwhere such amendment is solely for the purpose of re-stating the Distribution Date Statement. Any Form 15, 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-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 10.02 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 or Form 10-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Article X. Sections 11.03, 11.04, 11.05, 11.07, 11.08, 11.09, 11.10 and 11.11. 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 Forms 8-K, Form 10-D or Form 10-K, where such failure results from the Certificate Administrator’s '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 or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-5), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2008-Ls1)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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 2 contracts
Samples: Servicing Agreement (GSAA Home Equity Trust 2007-10), Servicing Agreement (GSAA Home Equity Trust 2007-4)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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. 125
Appears in 2 contracts
Samples: Servicing and Trust Agreement (GSAA Home Equity Trust 2007-7), Servicing and Trust Agreement (GSAA Home Equity Trust 2007-7)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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: Servicing and Trust Agreement (GSAA Home Equity Trust 2007-8)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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: Servicing Agreement (GSAA Home Equity Trust 2006-20)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of 128 its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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: Servicing Agreement (GSAA Home Equity Trust 2007-3)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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: Servicing Agreement (GSAA Home Equity Trust 2006-10)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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: Mortgage Loan Sale and Servicing Agreement (GSAA Home Equity Trust 2006-16)
Filing Obligations. (a) The Master Servicer, the Special Servicer, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereof, 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 10.02 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 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 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 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 ServicerTrustee, the Special Servicer, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order the Trustee, the Securities Administrator and each Custodian shall provide the Depositor with (a) such information which is available to permit such Person without unreasonable effort or expense and within such timeframe as may be reasonably requested by the timely filing thereof, 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 Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval SystemDepositor is not a party) to any agreement or amendment required to be filed, copies of such Forms executed by the Depositoragreement 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 10.02 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 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 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 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 ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 12b-25 or any 109 amendment to Form 8-K, Form 10-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 10.02 13.01 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-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 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 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: Flow Servicing Agreement (GSAA Home Equity Trust 2006-4)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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: Servicing and Trust Agreement (GSAA Home Equity Trust 2006-15)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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: Servicing Agreement (GSAA Home Equity Trust 2006-19)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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: Servicing Agreement (GSAA Home Equity Trust 2006-14)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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: Servicing Agreement (GSAA Home Equity Trust 2006-11)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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: Servicing and Trust Agreement (GSAA Home Equity Trust 2006-18)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 12b-25 or any amendment to Form 8-K, Form 10-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 10.02 13.01 related to the timely preparation and filing of Form 12b-25 or any 115 amendment to Form 8-K, Form 10-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 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 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
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 12b-25 or any amendment to Form 8-K, Form 10-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 10.02 13.01 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K, Form 10-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 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 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: Servicing and Trust Agreement (GSAA Home Equity Trust 2006-7)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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: Servicing Agreement (GSAA Home Equity Trust 2007-1)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and 119 prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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: Servicing Agreement (GSAA Home Equity Trust 2006-17)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 104 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 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: Servicing and Trust Agreement (GSAA Home Equity Trust 2007-9)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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 ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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: Servicing and Trust Agreement (GSAA Home Equity Trust 2007-6)
Filing Obligations. (a) The Master Servicer, the Special ServicerTrustee, 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 ActAct with respect to the Trust Fund. Pursuant In addition to Section 10.03the information specified below, Section 10.04 and Section 10.06, the Certificate Administrator shall prepare for execution if so requested by the Depositor any Forms 10-D, 10-K and 8-K required by in writing for the purpose of satisfying its reporting obligation under the Exchange Act, in order to permit the timely filing thereofMaster 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 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 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 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 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 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. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K needs to be amended, the Securities Administrator shall notify the Depositor and prepare any necessary Form 8-KA, Form 10-DA or Form 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form 10-D shall be signed by an officer a duly authorized representative of the Master Servicer. Any amendment to Form 10-K shall be signed by the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Securities Administrator of its duties under this Section 10.02 13.01 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D 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 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 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. 126
Appears in 1 contract
Samples: Servicing and Trust Agreement (GSAA Home Equity Trust 2007-7)