Common use of Financial Statements and Exhibits The Responsible Party applicable to reportable event Clause in Contracts

Financial Statements and Exhibits The Responsible Party applicable to reportable event. 10-K Must be filed within 90 days of the fiscal year end for the registrant. 9B Other Information Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported The Responsible Party for the applicable Form 8-K as indicated above. 15 Exhibits and Financial Statement Schedules Item 1112(b) -Significant Obligor Financial Information X X Item 1114(b)(2) - Credit Enhancement Provider Financial Information Determining applicable disclosure threshold X Requesting required financial information or effecting incorporation by reference X Item 1115(b) - Derivative Counterparty Financial Information Determining current maximum probable exposure X Determining current significance percentage X Requesting required financial information or effecting incorporation by reference X Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities: Sponsor (Seller) X Depositor X Trustee X Issuing entity X Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers X X Securities Administrator X Originator of 20% or more of pool assets as of the Cut-off Date X X Custodian X Item 1119 - Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders: Sponsor (Seller) X Depositor X Trustee X with respect to 1119(a) affiliations only Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers X X Securities Administrator X Originator X X Custodian X (with respect to affiliations only) Credit Enhancer/Support Provider X X Significant Obligor X X Item 1122 - Assessment of Compliance with Servicing Criteria X X X X Item 1123 - Servicer Compliance Statement X X Wxxxx Fargo Bank, N.A. as Securities Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Fax: (000) 000-0000 E-mail: cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx Attn: Corporate Trust Services - ACE 2006-CW1 - SEC REPORT PROCESSING ACE Securities Corp. 6000 Xxxxxxxx Xxxxxxxxx, Suite 318 Charlotte, North Carolina 28211 Fax: (000) 000-0000) Attn: Jxxxxxx Xxxxxxx RE: ** Additional Form [10-D][10-K][8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section [__] of the Pooling and Servicing Agreement, dated as of [________] [__], 2006 among [_____________], as [______], [_____________], as [______], [_____________], as [______] and [_____________], as [______], the undersigned, as [______], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K]. Any inquiries related to this notification should be directed to [_____________], phone number: [______]; email address: [_________________]. [NAME OF PARTY], as [role] By: Name: Title: Financial Markets 200 Xxxxxxxxxxx Xxxxxx XX0X 0XX Memorandum July 25, 2006 To: HSBC Bank USA, National Association, not in its individual capacity, but solely as Supplemental Interest Trust Trustee for the Supplemental Interest Trust with respect to Ace Securities Corp. Home Equity Loan Trust, Series 2000-XX0, Xxxxx Backed Pass-Through Certificates ("Party B") 400 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Corporate Trust & Loan Agency Tel: 200-000-0000 Fax: 200-000-0000 E-Mail: fxxxxxxx.xxxxxxx@xx.xxxx.xxx Copy To: Wxxxx Fargo Bank, National Association 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Tel: 400-000-0000 Attn: Client Manager, ACE 2006-CW1 Fax: 400-000-0000 From: The Royal Bank of Scotland plc ("Party A") c/o RBS Financial Markets Level 7,135 Bxxxxxxxxxx Xxxxxx XX0X 0XX Attn: Head of Legal, Financial Markets Tel: 40 000 000 0000 Fax: 40 000 000 0000 Copy To: Greenwich Capital Markets, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Attn: Legal Department - Derivatives Documentation Tel.: 200-000-0000 Fax: 200-000-0000/34 Our Reference Number: D16043892 Dear Sir or Madam: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Party A and HSBC Bank USA, National Association as supplemental interest trust trustee of the supplemental interest trust (the "Supplemental Interest Trust Trustee" and the "Supplemental Interest Trust", respectively) under the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated and effective as of July 1, 2006, among Ace Securities Corp., as Depositor, Countrywide Home Loans Servicing LP, as Servicer, Wxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and the Supplemental Interest Trust Trustee (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement (the "Agreement") constitutes the sole and complete "Confirmation", as referred to in the Master Agreement (as defined below). The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions") as published by the International Swaps and Derivatives Association, Inc., ("ISDA") are incorporated into this Confirmation. This Confirmation will be governed by and subject to the terms and conditions which would be applicable if, prior to the Trade Date, the parties had executed and delivered an ISDA Master Agreement (Multicurrency-Cross Border), in the form published by ISDA in 1992 (the "Master Agreement") (but without any Schedule except for the elections noted in Schedule B hereto). In the event of any inconsistency between the provisions of the Master Agreement and this Confirmation, this Confirmation will govern. Terms capitalized but not defined herein or in the Definitions incorporated herein shall have the respective meanings attributed to them in the Pooling and Servicing Agreement. 1 This Confirmation evidences a complete binding agreement between the parties as to the terms of the Transaction to which this Confirmation relates. In addition, each party represents to the other party and will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): (i) Principal In the case of Party A, it is acting as principal and not as agent when entering into the Transaction and in the case of Party B, it is acting as Supplemental Interest Trust Trustee when entering into the Transaction.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Cw1), Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Cw1)

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Financial Statements and Exhibits The Responsible Party applicable to reportable event. 10-K Must be filed within 90 days of the fiscal year end for the registrant. 9B Other Information Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported The Responsible Party for the applicable Form 8-K item as indicated above. above 15 Exhibits and Financial Statement Schedules Item 1112(b) -Significant –Significant Obligor Financial Information X X Servicer Item 1114(b)(2) - Credit Enhancement Provider Financial Information Determining applicable disclosure threshold X Requesting Obtaining required financial information or effecting incorporation by reference X Depositor Item 1115(b) - Derivative Counterparty Financial Information Determining current maximum probable exposure X Determining current significance percentage X Requesting Obtaining required financial information or effecting incorporation by reference X Depositor Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities: Sponsor (Seller) X Depositor X Trustee X Issuing entity X Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers X X Securities Administrator X Originator of 20% or more of pool assets as of the Cut-off Date X X Custodian X Seller Depositor Trustee Depositor Servicer Servicer Item 1119 - Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders: Sponsor (Seller) X Depositor X Trustee X with respect to 1119(a) affiliations only Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers X X Securities Administrator X Originator X X Custodian X (with respect to affiliations only) Credit Enhancer/Support Provider X X Significant Obligor X X Seller Depositor Trustee (only as to affiliations between the Trustee and such other parties listed) Servicer Depositor Depositor Servicer Item 1122 - Assessment of Compliance with Servicing Criteria X X X X Each Party participating in the servicing function Item 1123 - Servicer Compliance Statement X X Wxxxx Fargo BankServicer Re: The Pooling and Servicing Agreement dated as of July 1, N.A. as Securities Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Fax: 2007 (000) 000-0000 E-mail: cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx Attn: Corporate Trust Services - ACE 2006-CW1 - SEC REPORT PROCESSING ACE Securities Corp. 6000 Xxxxxxxx Xxxxxxxxx, Suite 318 Charlotte, North Carolina 28211 Fax: (000) 000-0000) Attn: Jxxxxxx Xxxxxxx RE: ** Additional Form [10-D][10-K][8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section [__] of the Pooling and Servicing Agreement”) among IndyMac MBS, dated as of [________] [__], 2006 among [_____________]Inc., as [______]Depositor, [_____________]IndyMac Bank, F.S.B., as [______]Seller and Servicer, [_____________], as [______] and [_____________], as [______], the undersigned, as [______]Trustee (the “Trustee”) I, hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K]. Any inquiries related to this notification should be directed to [_____________], phone number: [______]; email address: [_________________]. [NAME OF PARTY]_______________, as [role] By: Name: Title: Financial Markets 200 Xxxxxxxxxxx Xxxxxx XX0X 0XX Memorandum July 25, 2006 To: HSBC Bank USA, National Association, not in its individual capacity, but solely as Supplemental Interest Trust Trustee for the Supplemental Interest Trust with respect to Ace Securities Corp. Home Equity Loan Trust, Series 2000-XX0, Xxxxx Backed Pass-Through Certificates ("Party B") 400 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Corporate Trust & Loan Agency Tel: 200-000-0000 Fax: 200-000-0000 E-Mail: fxxxxxxx.xxxxxxx@xx.xxxx.xxx Copy To: Wxxxx Fargo Bank, National Association 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Tel: 400-000-0000 Attn: Client Manager, ACE 2006-CW1 Fax: 400-000-0000 From: The Royal Bank of Scotland plc ("Party A") c/o RBS Financial Markets Level 7,135 Bxxxxxxxxxx Xxxxxx XX0X 0XX Attn: Head of Legal, Financial Markets Tel: 40 000 000 0000 Fax: 40 000 000 0000 Copy To: Greenwich Capital Markets, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Attn: Legal Department - Derivatives Documentation Tel.: 200-000-0000 Fax: 200-000-0000/34 Our Reference Number: D16043892 Dear Sir or Madam: The purpose of this letter agreement is to confirm the terms and conditions _______________________ of the Transaction entered into between Party A and HSBC Bank USA, National Association as supplemental interest trust trustee of the supplemental interest trust Trustee (the "Supplemental Interest Trust Trustee" ”), certify to the Depositor and the "Supplemental Interest Trust", respectively) under the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated and effective as of July 1, 2006, among Ace Securities Corp., as Depositor, Countrywide Home Loans Servicing LP, as Servicer, Wxxxx Fargo Bankand their officers, National Associationwith the knowledge and intent that they will rely upon this certification, as Master Servicer and Securities Administrator and the Supplemental Interest Trust Trustee (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement (the "Agreement") constitutes the sole and complete "Confirmation", as referred to in the Master Agreement (as defined below). The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions") as published by the International Swaps and Derivatives Association, Inc., ("ISDA") are incorporated into this Confirmation. This Confirmation will be governed by and subject to the terms and conditions which would be applicable if, prior to the Trade Date, the parties had executed and delivered an ISDA Master Agreement (Multicurrency-Cross Border), in the form published by ISDA in 1992 (the "Master Agreement") (but without any Schedule except for the elections noted in Schedule B hereto). In the event of any inconsistency between the provisions of the Master Agreement and this Confirmation, this Confirmation will govern. Terms capitalized but not defined herein or in the Definitions incorporated herein shall have the respective meanings attributed to them in the Pooling and Servicing Agreement. 1 This Confirmation evidences a complete binding agreement between the parties as to the terms of the Transaction to which this Confirmation relates. In addition, each party represents to the other party and will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): (i) Principal In the case of Party A, it is acting as principal and not as agent when entering into the Transaction and in the case of Party B, it is acting as Supplemental Interest Trust Trustee when entering into the Transaction.that:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (IndyMac INDA Mortgage Loan Trust 2007-Ar5)

Financial Statements and Exhibits The Responsible Party applicable to reportable event. 10-K Must be filed within 90 days of the fiscal year end for the registrant. 9B Other Information Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported The Responsible Party for the applicable Form 8-K item as indicated above. above 15 Exhibits and Financial Statement Schedules Item 1112(b) -Significant –Significant Obligor Financial Information X X Servicer Item 1114(b)(2) - Credit Enhancement Provider Financial Information Determining applicable disclosure threshold X Requesting Obtaining required financial information or effecting incorporation by reference X Depositor Item 1115(b) - Derivative Counterparty Financial Information Determining current maximum probable exposure X Determining current significance percentage X Requesting Obtaining required financial information or effecting incorporation by reference X Depositor Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities: Sponsor (Seller) X Depositor X Trustee X Issuing entity X Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers X X Securities Administrator X Originator of 20% or more of pool assets as of the Cut-off Date X X Custodian X Seller Depositor Trustee Depositor Servicer Servicer Item 1119 - Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders: Sponsor (Seller) X Depositor X Trustee X with respect to 1119(a) affiliations only Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers X X Securities Administrator X Originator X X Custodian X (with respect to affiliations only) Credit Enhancer/Support Provider X X Significant Obligor X X Seller Depositor Trustee (only as to affiliations between the Trustee and such other parties listed) Servicer Depositor Depositor Servicer Item 1122 - Assessment of Compliance with Servicing Criteria X X X X Each Party participating in the servicing function Item 1123 - Servicer Compliance Statement X X Wxxxx Fargo BankServicer EXHIBIT R FORM OF PERFORMANCE CERTIFICATION Re: The Pooling and Servicing Agreement dated as of June 1, N.A. as Securities Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Fax: 2007 (000) 000-0000 E-mail: cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx Attn: Corporate Trust Services - ACE 2006-CW1 - SEC REPORT PROCESSING ACE Securities Corp. 6000 Xxxxxxxx Xxxxxxxxx, Suite 318 Charlotte, North Carolina 28211 Fax: (000) 000-0000) Attn: Jxxxxxx Xxxxxxx RE: ** Additional Form [10-D][10-K][8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section [__] of the Pooling and Servicing Agreement”) among IndyMac MBS, dated as of [________] [__], 2006 among [_____________]Inc., as [______]Depositor, [_____________]IndyMac Bank, F.S.B., as [______]Seller and Servicer, [_____________], as [______] and [_____________], as [______], the undersigned, as [______]Trustee (the “Trustee”) , hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K]. Any inquiries related to this notification should be directed to [_____________]Swap Trustee and Supplemental Interest Trustee I, phone number: [______]; email address: [_________________]. [NAME OF PARTY_______________, the _______________________ of the Trustee, certify to the Depositor and the Servicer, and their officers, with the knowledge and intent that they will rely upon this certification, that: I have reviewed the report on assessment of the Trustee’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), all reports on Form 10-D containing statements to certificateholders filed in respect of the period included in the year covered by the annual report of the Trust Fund (collectively, the “Distribution Date Statements”); (a) Assuming the accuracy and completeness of the information delivered to the Trustee by the Servicer as provided in the Pooling and Servicing Agreement and subject to paragraph (iv) below, to its knowledge the distribution information determined by the Trustee and set forth in the Distribution Date Statements contained in all Form 10-D’s included in the year covered by the annual report of such Trust on Form 10-K for the calendar year 200[ ], is complete and does not contain any material misstatement of fact as [role] By: Name: Title: Financial Markets 200 Xxxxxxxxxxx Xxxxxx XX0X 0XX Memorandum July 25, 2006 To: HSBC Bank USA, National Association, not in its individual capacity, but solely as Supplemental Interest Trust Trustee for the Supplemental Interest Trust with respect to Ace Securities Corp. Home Equity Loan Trust, Series 2000-XX0, Xxxxx Backed Pass-Through Certificates ("Party B") 400 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Corporate Trust & Loan Agency Tel: 200-000-0000 Fax: 200-000-0000 E-Mail: fxxxxxxx.xxxxxxx@xx.xxxx.xxx Copy To: Wxxxx Fargo Bank, National Association 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Tel: 400-000-0000 Attn: Client Manager, ACE 2006-CW1 Fax: 400-000-0000 From: The Royal Bank of Scotland plc ("Party A") c/o RBS Financial Markets Level 7,135 Bxxxxxxxxxx Xxxxxx XX0X 0XX Attn: Head of Legal, Financial Markets Tel: 40 000 000 0000 Fax: 40 000 000 0000 Copy To: Greenwich Capital Markets, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Attn: Legal Department - Derivatives Documentation Tel.: 200-000-0000 Fax: 200-000-0000/34 Our Reference Number: D16043892 Dear Sir or Madam: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Party A and HSBC Bank USA, National Association as supplemental interest trust trustee last day of the supplemental interest trust period covered by such annual report; (b) Based solely on the "Supplemental Interest Trust Trustee" information delivered to the Trustee by the Servicer as provided in the Pooling and Servicing Agreement, the "Supplemental Interest Trust", respectively) distribution information required under the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated and effective as of July 1, 2006, among Ace Securities Corp., as Depositor, Countrywide Home Loans Servicing LP, as Servicer, Wxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and the Supplemental Interest Trust Trustee (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement (the "Agreement") constitutes the sole and complete "Confirmation", as referred to in the Master Agreement (as defined below). The definitions and provisions be contained in the 2000 ISDA Definitions Trust Fund’s Distribution Date Statements, is included in such Distribution Date Statements; (c) The Trustee is not certifying as to the "Definitions") as published accuracy, completeness or correctness of the information which it received from the Servicer and did not independently verify or confirm the accuracy, completeness or correctness of the information provided by the International Swaps and Derivatives Association, Inc., Servicer; ("ISDA"d) are incorporated into this Confirmation. This Confirmation will be governed I am responsible for reviewing the activities performed by and subject to the terms and conditions which would be applicable if, prior to the Trade Date, the parties had executed and delivered an ISDA Master Agreement (Multicurrency-Cross Border), in the form published by ISDA in 1992 (the "Master Agreement") (but without any Schedule except for the elections noted in Schedule B hereto). In the event of any inconsistency between the provisions of the Master Agreement and this Confirmation, this Confirmation will govern. Terms capitalized but not defined herein or in the Definitions incorporated herein shall have the respective meanings attributed to them in Trustee as a person “performing a servicing function” under the Pooling and Servicing Agreement., and based on my knowledge and the compliance review conducted in preparing the Servicing Assessment and except as disclosed in the Servicing Assessment or the Attestation Report, the Trustee has fulfilled its obligations under the Pooling and Servicing Agreement; and 1 This Confirmation evidences (e) The Servicing Assessment and Attestation Report required to be provided by the Trustee and by Subcontractor, if any, pursuant to the Pooling and Servicing Agreement, have been provided to the Servicer and the Depositor. Any material instances of noncompliance described in such reports have been disclosed to the Servicer and the Depositor. Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports. Date: _______________________________ By: ________________________________ Name: Title: EXHIBIT S FORM OF SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE STATEMENT Where there are multiple checks for criteria the attesting party will identify in their management assertion that they are attesting only to the portion of the distribution chain they are responsible for in the related transaction agreements. Reg AB Reference Servicing Criteria Servicer Trustee Notes 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. X X 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. X X 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a complete binding agreement between back-up servicer for the parties as to Pool Assets are maintained. NA 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the Transaction transaction agreements. X Reg AB Reference Servicing Criteria Primary Servicer Trustee Notes 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. X X 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to which an investor are made only by authorized personnel. X X 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. X 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. X X 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this Confirmation relatescriterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. In additionX X 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. X 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, each party represents including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. X X Reg AB Reference Servicing Criteria Servicer Trustee Notes 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer. X X 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other party and will be deemed terms set forth in the transaction agreements. X X 1122(d)(3)(iii) Disbursements made to represent an investor are posted within two business days to the Servicer’s investor records, or such other party on number of days specified in the date on which it enters into a Transaction that (absent a written agreement between transaction agreements. X X 1122(d)(3)(iv) Amounts remitted to investors per the parties that expressly imposes affirmative obligations investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. X X EXHIBIT T ASSET BACKED CERTIFICATES Series 200_-__ [Date] Party Contact Information T-1 EXHIBIT U Re: IndyMac INDX Mortgage Loan Trust 2007-FLX5 The undersigned Servicer hereby certifies to the contrary for Depositor and its officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that Transaction): (i) Principal In the case Certification Parties will rely on this Certification in connection with the certification concerning the Trust Fund to be signed by an officer of Party A, it is acting as principal the Depositor and not as agent when entering into submitted to the Transaction Securities and in Exchange Commission pursuant to the case Sarxxxxx-Xxxxx Xxt of Party B, it is acting as Supplemental Interest Trust Trustee when entering into the Transaction.2002:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Flx5)

Financial Statements and Exhibits The Responsible Party applicable to reportable event. 10-K Must be filed within 90 days of the fiscal year end for the registrant. 9B Other Information Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported The Responsible Party for the applicable Form 8-K item as indicated above. above 15 Exhibits and Financial Statement Schedules Item 1112(b) -Significant –Significant Obligor Financial Information X X Servicer Item 1114(b)(2) - Credit Enhancement Provider Financial Information Determining applicable disclosure threshold X Requesting Obtaining required financial information or effecting incorporation by reference X Depositor Item 1115(b) - Derivative Counterparty Financial Information Determining current maximum probable exposure X Determining current significance percentage X Requesting Obtaining required financial information or effecting incorporation by reference X Depositor Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities: Sponsor (Seller) X Depositor X Trustee X Issuing entity X Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers X X Securities Administrator X Originator of 20% or more of pool assets as of the Cut-off Date X X Custodian X Seller Depositor Trustee Depositor Servicer Servicer Item 1119 - Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders: Sponsor (Seller) X Depositor X Trustee X with respect to 1119(a) affiliations only Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers X X Securities Administrator X Originator X X Custodian X (with respect to affiliations only) Credit Enhancer/Support Provider X X Significant Obligor X X Seller Depositor Trustee (only as to affiliations between the Trustee and such other parties listed) Servicer Depositor Depositor Servicer Item 1122 - Assessment of Compliance with Servicing Criteria X X X X Each Party participating in the servicing function Item 1123 - Servicer Compliance Statement X X Wxxxx Fargo BankServicer Re: The Pooling and Servicing Agreement dated as of June 1, N.A. as Securities Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Fax: 2007 (000) 000-0000 E-mail: cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx Attn: Corporate Trust Services - ACE 2006-CW1 - SEC REPORT PROCESSING ACE Securities Corp. 6000 Xxxxxxxx Xxxxxxxxx, Suite 318 Charlotte, North Carolina 28211 Fax: (000) 000-0000) Attn: Jxxxxxx Xxxxxxx RE: ** Additional Form [10-D][10-K][8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section [__] of the Pooling and Servicing Agreement”) among IndyMac MBS, dated as of [________] [__], 2006 among [_____________]Inc., as [______]Depositor, [_____________]IndyMac Bank, F.S.B., as [______]Seller and Servicer, [_____________], as [______] and [_____________], as [______], the undersigned, as [______]Trustee (the “Trustee”) I, hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K]. Any inquiries related to this notification should be directed to [_____________], phone number: [______]; email address: [_________________]. [NAME OF PARTY]_______________, as [role] By: Name: Title: Financial Markets 200 Xxxxxxxxxxx Xxxxxx XX0X 0XX Memorandum July 25, 2006 To: HSBC Bank USA, National Association, not in its individual capacity, but solely as Supplemental Interest Trust Trustee for the Supplemental Interest Trust with respect to Ace Securities Corp. Home Equity Loan Trust, Series 2000-XX0, Xxxxx Backed Pass-Through Certificates ("Party B") 400 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Corporate Trust & Loan Agency Tel: 200-000-0000 Fax: 200-000-0000 E-Mail: fxxxxxxx.xxxxxxx@xx.xxxx.xxx Copy To: Wxxxx Fargo Bank, National Association 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Tel: 400-000-0000 Attn: Client Manager, ACE 2006-CW1 Fax: 400-000-0000 From: The Royal Bank of Scotland plc ("Party A") c/o RBS Financial Markets Level 7,135 Bxxxxxxxxxx Xxxxxx XX0X 0XX Attn: Head of Legal, Financial Markets Tel: 40 000 000 0000 Fax: 40 000 000 0000 Copy To: Greenwich Capital Markets, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Attn: Legal Department - Derivatives Documentation Tel.: 200-000-0000 Fax: 200-000-0000/34 Our Reference Number: D16043892 Dear Sir or Madam: The purpose of this letter agreement is to confirm the terms and conditions _______________________ of the Transaction entered into between Party A and HSBC Bank USA, National Association as supplemental interest trust trustee of the supplemental interest trust Trustee (the "Supplemental Interest Trust Trustee" ”), certify to the Depositor and the "Supplemental Interest Trust", respectively) under the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated and effective as of July 1, 2006, among Ace Securities Corp., as Depositor, Countrywide Home Loans Servicing LP, as Servicer, Wxxxx Fargo Bankand their officers, National Associationwith the knowledge and intent that they will rely upon this certification, as Master Servicer and Securities Administrator and the Supplemental Interest Trust Trustee (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement (the "Agreement") constitutes the sole and complete "Confirmation", as referred to in the Master Agreement (as defined below). The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions") as published by the International Swaps and Derivatives Association, Inc., ("ISDA") are incorporated into this Confirmation. This Confirmation will be governed by and subject to the terms and conditions which would be applicable if, prior to the Trade Date, the parties had executed and delivered an ISDA Master Agreement (Multicurrency-Cross Border), in the form published by ISDA in 1992 (the "Master Agreement") (but without any Schedule except for the elections noted in Schedule B hereto). In the event of any inconsistency between the provisions of the Master Agreement and this Confirmation, this Confirmation will govern. Terms capitalized but not defined herein or in the Definitions incorporated herein shall have the respective meanings attributed to them in the Pooling and Servicing Agreement. 1 This Confirmation evidences a complete binding agreement between the parties as to the terms of the Transaction to which this Confirmation relates. In addition, each party represents to the other party and will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): (i) Principal In the case of Party A, it is acting as principal and not as agent when entering into the Transaction and in the case of Party B, it is acting as Supplemental Interest Trust Trustee when entering into the Transaction.that:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Ar15)

Financial Statements and Exhibits The Responsible Party applicable to reportable event. 10-K Must be filed within 90 days of the fiscal year end for the registrant. 9B Other Information Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported The Responsible Party for the applicable Form 8-K item as indicated above. above 15 Exhibits and Financial Statement Schedules Item 1112(b) -Significant –Significant Obligor Financial Information X X Servicer Item 1114(b)(2) - Credit Enhancement Provider Financial Information Determining applicable disclosure threshold X Requesting Obtaining required financial information or effecting incorporation by reference X Depositor Item 1115(b) - Derivative Counterparty Financial Information Determining current maximum probable exposure X Determining current significance percentage X Requesting Obtaining required financial information or effecting incorporation by reference X Depositor Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities: Sponsor (Seller) X Depositor X Trustee X Issuing entity X Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers X X Securities Administrator X Originator of 20% or more of pool assets as of the Cut-off Date X X Custodian X Seller Depositor Trustee Depositor Servicer Servicer Item 1119 - Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders: Sponsor (Seller) X Depositor X Trustee X with respect to 1119(a) affiliations only Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers X X Securities Administrator X Originator X X Custodian X (with respect to affiliations only) Credit Enhancer/Support Provider X X Significant Obligor X X Seller Depositor Trustee (only as to affiliations between the Trustee and such other parties listed) Servicer Depositor Depositor Servicer Item 1122 - Assessment of Compliance with Servicing Criteria X X X X Each Party participating in the servicing function Item 1123 - Servicer Compliance Statement X X Wxxxx Fargo BankServicer Re: The Pooling and Servicing Agreement dated as of August 1, N.A. as Securities Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Fax: 2007 (000) 000-0000 E-mail: cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx Attn: Corporate Trust Services - ACE 2006-CW1 - SEC REPORT PROCESSING ACE Securities Corp. 6000 Xxxxxxxx Xxxxxxxxx, Suite 318 Charlotte, North Carolina 28211 Fax: (000) 000-0000) Attn: Jxxxxxx Xxxxxxx RE: ** Additional Form [10-D][10-K][8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section [__] of the Pooling and Servicing Agreement”) among IndyMac MBS, dated as of [________] [__], 2006 among [_____________]Inc., as [______]Depositor, [_____________]IndyMac Bank, F.S.B., as [______]Seller and Servicer, [_____________], as [______] and [_____________], as [______], the undersigned, as [______]Trustee (the “Trustee”) I, hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K]. Any inquiries related to this notification should be directed to [_____________], phone number: [______]; email address: [_________________]. [NAME OF PARTY_______________, the _______________________ of the Trustee, certify to the Depositor and the Servicer, and their officers, with the knowledge and intent that they will rely upon this certification, that: (i) I have reviewed the report on assessment of the Trustee’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), all reports on Form 10-D containing statements to certificateholders filed in respect of the period included in the year covered by the annual report of the Trust Fund (collectively, the “Distribution Date Statements”); (ii) Assuming the accuracy and completeness of the information delivered to the Trustee by the Servicer as provided in the Pooling and Servicing Agreement and subject to paragraph (iv) below, to its knowledge the distribution information determined by the Trustee and set forth in the Distribution Date Statements contained in all Form 10-D’s included in the year covered by the annual report of such Trust on Form 10-K for the calendar year 200[ ], is complete and does not contain any material misstatement of fact as [role] By: Name: Title: Financial Markets 200 Xxxxxxxxxxx Xxxxxx XX0X 0XX Memorandum July 25, 2006 To: HSBC Bank USA, National Association, not in its individual capacity, but solely as Supplemental Interest Trust Trustee for the Supplemental Interest Trust with respect to Ace Securities Corp. Home Equity Loan Trust, Series 2000-XX0, Xxxxx Backed Pass-Through Certificates ("Party B") 400 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Corporate Trust & Loan Agency Tel: 200-000-0000 Fax: 200-000-0000 E-Mail: fxxxxxxx.xxxxxxx@xx.xxxx.xxx Copy To: Wxxxx Fargo Bank, National Association 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Tel: 400-000-0000 Attn: Client Manager, ACE 2006-CW1 Fax: 400-000-0000 From: The Royal Bank of Scotland plc ("Party A") c/o RBS Financial Markets Level 7,135 Bxxxxxxxxxx Xxxxxx XX0X 0XX Attn: Head of Legal, Financial Markets Tel: 40 000 000 0000 Fax: 40 000 000 0000 Copy To: Greenwich Capital Markets, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Attn: Legal Department - Derivatives Documentation Tel.: 200-000-0000 Fax: 200-000-0000/34 Our Reference Number: D16043892 Dear Sir or Madam: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Party A and HSBC Bank USA, National Association as supplemental interest trust trustee last day of the supplemental interest trust period covered by such annual report; (iii) Based solely on the "Supplemental Interest Trust Trustee" information delivered to the Trustee by the Servicer as provided in the Pooling and Servicing Agreement, the "Supplemental Interest Trust", respectively) distribution information required under the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated and effective as of July 1, 2006, among Ace Securities Corp., as Depositor, Countrywide Home Loans Servicing LP, as Servicer, Wxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and the Supplemental Interest Trust Trustee (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement (the "Agreement") constitutes the sole and complete "Confirmation", as referred to in the Master Agreement (as defined below). The definitions and provisions be contained in the 2000 ISDA Definitions Trust Fund’s Distribution Date Statements, is included in such Distribution Date Statements; (iv) The Trustee is not certifying as to the "Definitions") as published accuracy, completeness or correctness of the information which it received from the Servicer and did not independently verify or confirm the accuracy, completeness or correctness of the information provided by the International Swaps and Derivatives Association, Inc., Servicer; ("ISDA"v) are incorporated into this Confirmation. This Confirmation will be governed I am responsible for reviewing the activities performed by and subject to the terms and conditions which would be applicable if, prior to the Trade Date, the parties had executed and delivered an ISDA Master Agreement (Multicurrency-Cross Border), in the form published by ISDA in 1992 (the "Master Agreement") (but without any Schedule except for the elections noted in Schedule B hereto). In the event of any inconsistency between the provisions of the Master Agreement and this Confirmation, this Confirmation will govern. Terms capitalized but not defined herein or in the Definitions incorporated herein shall have the respective meanings attributed to them in Trustee as a person “performing a servicing function” under the Pooling and Servicing Agreement., and based on my knowledge and the compliance review conducted in preparing the Servicing Assessment and except as disclosed in the Servicing Assessment or the Attestation Report, the Trustee has fulfilled its obligations under the Pooling and Servicing Agreement; and 1 This Confirmation evidences a complete binding agreement between (vi) The Servicing Assessment and Attestation Report required to be provided by the parties as Trustee and by Subcontractor, if any, pursuant to the terms of the Transaction to which this Confirmation relates. In additionPooling and Servicing Agreement, each party represents have been provided to the other party Servicer and will be deemed to represent the Depositor. Any material instances of noncompliance described in such reports have been disclosed to the other party on Servicer and the date on which it enters into a Transaction that (absent a written agreement between Depositor. Any material instance of noncompliance with the parties that expressly imposes affirmative obligations to the contrary for that Transaction): (i) Principal In the case of Party A, it is acting as principal and not as agent when entering into the Transaction and Servicing Criteria has been disclosed in the case of Party B, it is acting as Supplemental Interest Trust Trustee when entering into the Transaction.such reports. Date: _________________________ By: ________________________________ Name: Title:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (IndyMac IMJA Mortgage Loan Trust 2007-A2)

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Financial Statements and Exhibits The Responsible Party applicable to reportable event. 10-K Must be filed within 90 days of the fiscal year end for the registrant. 9B Other Information Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported The Responsible Party for the applicable Form 8-K as indicated above. 15 Exhibits and Financial Statement Schedules Item 1112(b) -Significant - Significant Obligor Financial Information X X Item 1114(b)(2) - Credit Enhancement Provider Financial Information Determining applicable disclosure threshold X Requesting required financial information or effecting incorporation by reference X Item 1115(b) - Derivative Counterparty Financial Information Determining current maximum probable exposure X Determining current significance percentage X Requesting required financial information or effecting incorporation by reference X Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities: Sponsor (Seller) X Depositor X Trustee X Issuing entity X Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers X X Securities Administrator X Originator of 20% or more of pool assets as of the Cut-off Date X X Custodian X Item 1119 - Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders: Sponsor (Seller) X Depositor X Trustee X (with respect to 1119(a) affiliations only only) Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers X X Securities Administrator X Originator X X Custodian X (with respect to affiliations only) Credit Enhancer/Support Provider X X Significant Obligor X X Item 1122 - Assessment of Compliance with Servicing Criteria X X X X Item 1123 - Servicer Compliance Statement X X Wxxxx **SEND VIA FAX TO [XXX-XXX-XXXX] AND VIA EMAIL TO [_______________] AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW Xxxxx Fargo Bank, N.A. as [Securities Administrator Administrator] 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Fax: (000) 000-0000 E-mail: cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx Attn: Corporate Trust Services - ACE 2006-CW1 ASAP5 - SEC REPORT PROCESSING ACE Securities Corp. 6000 6500 Xxxxxxxx Xxxxxxxxx, Suite 318 Charlotte318, Charlotte North Carolina 28211 Attention: Xxxxxxx Xxxxxxx Fax: (000) 000-0000) 0000 Attn: Jxxxxxx Xxxxxxx ACE 2006-ASAP5 RE: ** *Additional Form [10-D][10-K][8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section [__] of the Pooling and Servicing Agreement, dated as of [________] [__]September 1, 2006 (the “Pooling and Servicing Agreement”), among Ace Securities Corp., as depositor, Ocwen Loan Servicing, LLC, as servicer, Xxxxx Fargo, National Association, as master servicer and as securities administrator, and HSBC Bank USA, National Association, as trustee, the undersigned, as [_____________], as [______], [_____________], as [______], [_____________], as [______] and [_____________], as [______], the undersigned, as [______], hereby notifies you that certain events have come to our attention that [will] [maywill][may] need to be disclosed on Form [10-D][10-K][8-K]. Description of Additional Form [10-D][10-K][8-K] Disclosure: List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure: Any inquiries related to this notification should be directed to [______________], phone number: number [__________]; email address: address [_________________]. [NAME OF PARTY], as ] As [role] By: Name: Title: Financial Markets 200 280 Xxxxxxxxxxx Xxxxxx XX0X 0XX Memorandum July 25September 28, 2006 To: HSBC Bank USA, National Association, not in its individual capacity, but solely as Supplemental Interest Trust Trustee for the Supplemental Interest Trust with respect to Ace Securities Corp. Home Equity Loan Trust, Series 20002006-XX0ASAP5, Xxxxx Asset Backed Pass-Through Certificates ("Party B") 400 450 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 AttnXttn: Corporate Trust & Loan Agency Tel: 200000-000-0000 Fax: 200000-000-0000 E-Mail: fxxxxxxx.xxxxxxx@xx.xxxx.xxx xxxxxxxx.xxxxxxx@xx.xxxx.xxx Copy To: Wxxxx Xxxxx Fargo Bank, National Association 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 TelXel: 400000-000-0000 Attn: Client Manager, ACE 2006-CW1 ASAP5 Fax: 400000-000-0000 From: The Royal Bank of Scotland plc ("Party A") c/o RBS Financial Markets Level 7,135 Bxxxxxxxxxx Lexxx 0, 000 Xxxxxxxxxxx Xxxxxx XX0X 0XX 0UR Attn: Head of Legal, Financial Markets Tel: 40 00 000 000 0000 Fax: 40 00 000 000 0000 Copy To: Greenwich Capital Markets, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 AttnXttn: Legal Department - Derivatives Documentation Tel.: 200000-000-0000 Fax: 200000-000-0000/34 Our Reference Number: D16043892 D16089879 Dear Sir or Madam: The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Party A and HSBC Bank USA, National Association as supplemental interest trust trustee of the supplemental interest trust (the "Supplemental Interest Trust Trustee" and the "Supplemental Interest Trust", respectively) under the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated and effective as of July September 1, 2006, among Ace Securities Corp., as Depositor, Countrywide Home Loans Servicing LPOcwen Loan Servicing, LLC, as Servicer, Wxxxx Xxxxx Fargo Bank, National Association, as Master Servicer and Securities Administrator and the Supplemental Interest Trust Trustee (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement (the "Agreement") constitutes the sole and complete "Confirmation", as referred to in the Master Agreement (as defined below). The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions") as published by the International Swaps and Derivatives Association, Inc., ("ISDA") are incorporated into this Confirmation. Any reference to a “Swap Transaction” in the Definitions is deemed to be a reference to a “Transaction” for purposes of this Agreement, and any reference to a “Transaction” in this Agreement is deemed to be a reference to a “Swap Transaction” for purposes of the Definitions. This Confirmation will be governed by and subject to the terms and conditions which would be applicable if, prior to the Trade Date, the parties had executed and delivered an ISDA Master Agreement (Multicurrency-Cross Border), in the form published by ISDA in 1992 (the "Master Agreement") (but without any Schedule except for the elections noted in Schedule B hereto). For the avoidance of doubt, the Transaction described herein shall be the sole Transaction governed by such Master Agreement. In the event of any inconsistency between the provisions of the Master Agreement and this Confirmation, this Confirmation will govern. Terms capitalized but not defined herein or in the Definitions incorporated herein shall have the respective meanings attributed to them in the Pooling and Servicing Agreement. 1 This Confirmation evidences a complete binding agreement between the parties as to the terms of the Transaction to which this Confirmation relates. In addition, each party represents to the other party and will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): (i) Principal In the case of Party A, it is acting as principal and not as agent when entering into the Transaction and in the case of Party B, it is acting as Supplemental Interest Trust Trustee when entering into the Transaction.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Asap5)

Financial Statements and Exhibits The Responsible Party applicable to reportable event. 10-K Must be filed within 90 days of the fiscal year end for the registrant. 9B Other Information Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported The Responsible Party for the applicable Form 8-K item as indicated above. above 15 Exhibits and Financial Statement Schedules Item 1112(b) -Significant –Significant Obligor Financial Information X X Servicer Item 1114(b)(2) - Credit Enhancement Provider Financial Information Determining applicable disclosure threshold X Requesting Obtaining required financial information or effecting incorporation by reference X Depositor Item 1115(b) - Derivative Counterparty Financial Information Determining current maximum probable exposure X Determining current significance percentage X Requesting Obtaining required financial information or effecting incorporation by reference X Depositor Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities: Sponsor (Seller) X Depositor X Trustee X Issuing entity X Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers X X Securities Administrator X Originator of 20% or more of pool assets as of the Cut-off Date X X Custodian X Seller Depositor Trustee Depositor Servicer Servicer Item 1119 - Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders: Sponsor (Seller) X Depositor X Trustee X with respect to 1119(a) affiliations only Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers X X Securities Administrator X Originator X X Custodian X (with respect to affiliations only) Credit Enhancer/Support Provider X X Significant Obligor X X Seller Depositor Trustee (only as to affiliations between the Trustee and such other parties listed) Servicer Depositor Depositor Servicer Item 1122 - Assessment of Compliance with Servicing Criteria X X X X Each Party participating in the servicing function Item 1123 - Servicer Compliance Statement X X Wxxxx Fargo BankServicer Re: The Pooling and Servicing Agreement dated as of March 1, N.A. as Securities Administrator 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Fax: 2006 (000) 000-0000 E-mail: cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx Attn: Corporate Trust Services - ACE 2006-CW1 - SEC REPORT PROCESSING ACE Securities Corp. 6000 Xxxxxxxx Xxxxxxxxx, Suite 318 Charlotte, North Carolina 28211 Fax: (000) 000-0000) Attn: Jxxxxxx Xxxxxxx RE: ** Additional Form [10-D][10-K][8-K] Disclosure** Required Ladies and Gentlemen: In accordance with Section [__] of the Pooling and Servicing Agreement”) among IndyMac MBS, dated as of [________] [__], 2006 among [_____________]Inc., as [______]Depositor, [_____________]IndyMac Bank, F.S.B., as [______]Seller and Servicer, [_____________], as [______] and [_____________], as [______], the undersigned, as [______]Trustee (the “Trustee”) and Supplemental Interest Trustee I, hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K]. Any inquiries related to this notification should be directed to [_____________], phone number: [______]; email address: [_________________]. [NAME OF PARTY]_______________, as [role] By: Name: Title: Financial Markets 200 Xxxxxxxxxxx Xxxxxx XX0X 0XX Memorandum July 25, 2006 To: HSBC Bank USA, National Association, not in its individual capacity, but solely as Supplemental Interest Trust Trustee for the Supplemental Interest Trust with respect to Ace Securities Corp. Home Equity Loan Trust, Series 2000-XX0, Xxxxx Backed Pass-Through Certificates ("Party B") 400 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Corporate Trust & Loan Agency Tel: 200-000-0000 Fax: 200-000-0000 E-Mail: fxxxxxxx.xxxxxxx@xx.xxxx.xxx Copy To: Wxxxx Fargo Bank, National Association 9000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Tel: 400-000-0000 Attn: Client Manager, ACE 2006-CW1 Fax: 400-000-0000 From: The Royal Bank of Scotland plc ("Party A") c/o RBS Financial Markets Level 7,135 Bxxxxxxxxxx Xxxxxx XX0X 0XX Attn: Head of Legal, Financial Markets Tel: 40 000 000 0000 Fax: 40 000 000 0000 Copy To: Greenwich Capital Markets, Inc. 600 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Attn: Legal Department - Derivatives Documentation Tel.: 200-000-0000 Fax: 200-000-0000/34 Our Reference Number: D16043892 Dear Sir or Madam: The purpose of this letter agreement is to confirm the terms and conditions _______________________ of the Transaction entered into between Party A and HSBC Bank USATrustee, National Association as supplemental interest trust trustee of certify to the supplemental interest trust (the "Supplemental Interest Trust Trustee" Depositor and the "Supplemental Interest Trust", respectively) under the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated and effective as of July 1, 2006, among Ace Securities Corp., as Depositor, Countrywide Home Loans Servicing LP, as Servicer, Wxxxx Fargo Bankand their officers, National Associationwith the knowledge and intent that they will rely upon this certification, as Master Servicer and Securities Administrator and the Supplemental Interest Trust Trustee (each a "party" and together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement (the "Agreement") constitutes the sole and complete "Confirmation", as referred to in the Master Agreement (as defined below). The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions") as published by the International Swaps and Derivatives Association, Inc., ("ISDA") are incorporated into this Confirmation. This Confirmation will be governed by and subject to the terms and conditions which would be applicable if, prior to the Trade Date, the parties had executed and delivered an ISDA Master Agreement (Multicurrency-Cross Border), in the form published by ISDA in 1992 (the "Master Agreement") (but without any Schedule except for the elections noted in Schedule B hereto). In the event of any inconsistency between the provisions of the Master Agreement and this Confirmation, this Confirmation will govern. Terms capitalized but not defined herein or in the Definitions incorporated herein shall have the respective meanings attributed to them in the Pooling and Servicing Agreement. 1 This Confirmation evidences a complete binding agreement between the parties as to the terms of the Transaction to which this Confirmation relates. In addition, each party represents to the other party and will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): (i) Principal In the case of Party A, it is acting as principal and not as agent when entering into the Transaction and in the case of Party B, it is acting as Supplemental Interest Trust Trustee when entering into the Transaction.that:

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Securitization Trust 2007-A5)

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