Common use of Form 10-D Filings Clause in Contracts

Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 12 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C13)

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Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (the “10-D Filing Deadline”) (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange ActAct and as approved by the Depositor. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any necessary disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XI and directed to the Depositor and the Certificate Administrator and approved for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XI) absent such reporting, direction and approval. The Certificate Administrator shall include in any Form 10-D filed by it, without limitation, to the extent such information is provided to the Certificate Administrator by the Depositor for inclusion therein, (i) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and each Seller, if applicable, and the Commission assigned “Central Index Key” number for each such filer. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as of which such information is presented) in accordance with applicable laws and regulations. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XI shall be required to provide to the Depositor and the Certificate Administrator (or, with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor and the Depositor (and trustee in the case of any Servicing Function Participant, with a copy to the Master Servicersuch Other Securitization), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in known by such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing partiesperson, the form and substance of any the corresponding Additional Form 10-D DisclosureDisclosure set forth on Schedule XI, if applicable, (ii) and in a form readily convertible to an EXXXX-compatible format, or in such other form as otherwise agreed by the parties listed Depositor, the Certificate Administrator and such party. Each Person set forth on Exhibit BB Schedule XI hereto shall include with such Additional Form 10-D Disclosure, Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) Schedule XIV. The Certificate Administrator shall provide prompt notice to the Depositor shall approve(or, as with respect to form and substance, or disapprove, as the case may bea Serviced Companion Loan deposited into an Other Securitization, the inclusion depositor and the trustee in such Other Securitization) to the extent the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the from such party. The Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XI of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the 2nd calendar day after such 5th calendar day after the related Distribution Date, the Certificate Administrator shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to (000) 000-0000 and by email to cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. On or prior to the end of business on the 11th calendar day (or, if such day is not a Business Day, the immediately preceding Business Day) after the related Distribution Date the Certificate Administrator shall include in any prepare and deliver electronically the Form 10-D filed by it to the Depositor for review. No later than the end of business on the 12th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (i) the information required by Rule 15Ga-1(awhich may be furnished electronically) of any changes to such Form 10-D. No later than the Exchange Act concerning all assets end of business on the Trust that were subject 13th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of a demand for its approval of such Form 10-D, and shall sign the repurchase of, Form 10-D and return an electronic or the substitution fax copy of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated such signed Form 10-D (with an original executed hard copy to follow by Section 2.03(bovernight mail) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphCertificate Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents instructs the Certificate Administrator, with respect to each Form 10-D, to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the end of business on the 5th calendar day after the related Distribution Date with respect to the filing of a report on Date. The Certificate Administrator shall (a) file such Form 10-D not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (b) use commercially reasonable best efforts to file such Form 10-D, if the answer Certificate Administrator received the signed Form 10-D after the signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date; provided that if the Certificate Administrator cannot file the Form 10-D prior to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt deadline set forth in the futureimmediately preceding clause (b), the Certificate Administrator shall include as part of any applicable file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 13.8(b). After filing with the Commission, the Certificate Administrator shall promptly, pursuant to Section 5.4, make available on its internet website a final executed copy of each Form 10-D prepared and filed by it the Certificate Administrator. The parties to this Agreement acknowledge (Aand each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the amount performance by the Certificate Administrator of any its duties under this Section 13.4 related to the timely preparation and filing of Form 10-D is contingent upon such Additional Debt or mezzanine debtparties (and, as to the extent applicable, that is incurred during any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the related Due Periodperformance of their duties under this Section 13.4. The Certificate Administrator shall have no liability for any loss, (B) expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution or file such Form 10-D where such failure results from the total debt service coverage ratio calculated 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. Any notices or draft Form 10-D delivered to the basis of Depositor pursuant to this Section 13.4 shall be delivered by email to cxxx_xxxxxxx@xxxxxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) Depositor to the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicableother parties in writing.

Appears in 10 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the "Additional Designated Information"). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by shall specify the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Item on Form 10-D Disclosureto which such information is responsive and, if applicablewith respect to any Exhibit to be filed on Form 10-D, (ii) the parties listed Exhibit number. Any information to be filed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification shall be delivered to the Trustee in EDGAR-compatible form or as otherwxxx xgreed upon by the form attached hereto as Exhibit EE Trustee and (iii) the Depositor shall approve, as to form and substance, or disapprovethe Servicer, as the case may be, at the inclusion of Depositor's expense, and any necessary conversion to EDGAR-compatible format will be at xxx Depositor's expense. At the Additional Form 10-D Disclosure on Form 10-D. Information delivered reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (DBSEC.Notifications@db.com) or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis facxxxxxx xx xxxxx xxxx xxx Xusiness Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 10 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Ar29), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Ar12), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Ar33)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, as set forth within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator Administrator, the Depositor, and each Other Exchange Act Reporting Party and Other Depositor to which the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, be or any lawyer in the in-house legal department of such party) in XXXXX-Compatible Formatcompatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such providing Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b2.03(a) and of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Sellers, if applicable, Seller and the SECCommission’s assigned “Central Index Key” for each such filer. The Depositor and the , which information each Mortgage Loan Sellers, in accordance with Seller is required to deliver to the Certificate Administrator pursuant to Section 6(b6(i) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 9 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2017-H1), Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc23)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be (i) reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, as set forth within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator Administrator, the Depositor, and each Other Exchange Act Reporting Party and Other Depositor to which the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, or any lawyer in the in-house legal department of such party) in XXXXX-Compatible Formatcompatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such providing Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered D with respect to the Certificate Administrator hereunder should be delivered by email Trust; provided that any Depositor’s approval pursuant to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile this clause (iii) shall not relieve any parties listed on Exhibit U of its obligations to 000provide Additional Form 10-000-0000D Disclosure that is true and accurate in all material respects and in compliance with all applicable requirements of the Securities Act and the Exchange Act, Attn: CTS SEC Notificationsand the rules and regulations promulgated thereunder. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D with respect to the Trust pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b2.03(a) and of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Sellers, if applicable, Seller and the SECCommission’s assigned “Central Index Key” for each such filer. The Depositor and the , which information each Mortgage Loan Sellers, in accordance with Seller is required to deliver to the Certificate Administrator pursuant to Section 6(b6(i) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 9 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs3), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc33)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the "Additional Designated Information"). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXXEDGAR-Compatible Format, compatible form or in such other format as otherwise otherxxxx agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor's expense, and any necessary conversion to EDGAR-compatible format will be ax xxx Depositor's expense. At the Additional Form 10-D Disclosure on Form 10-D. Information delivered reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (DBSEC.Notifications@db.com) or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis faxxxxxxx xx xxxxx xxxx xxx Business Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A5cb), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Ar25), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Flx2)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the applicable Master Servicer or applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filer, (iii) an itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates during the related Collection Period, and (iv) the balance of the Distribution Account as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C22), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the applicable Master Servicer or applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filer, (iii) an itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates during the related Collection Period, and (iv) the balance of the Distribution Account as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C26), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be (i) reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, as set forth within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator Administrator, the Depositor, and each Other Exchange Act Reporting Party and Other Depositor to which the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, or any lawyer in the in-house legal department of such party) in XXXXX-Compatible Formatcompatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such providing Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W-1 to this Agreement (except with respect to the reporting of balances of the Collection Account, the Loan Combination Custodial Account(s) and REO Account(s) which shall be delivered in the form of Exhibit W-2 hereto, and the Special Servicer shall provide in the form of Exhibit W-2 any information relating to any REO Account to be reported under “Item 9: Other Information” on Exhibit U to the Master Servicer within four (4) calendar days after the related Distribution Date) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered D with respect to the Certificate Administrator hereunder should be delivered by email Trust; provided that any Depositor’s approval pursuant to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile this clause (iii) shall not relieve any parties listed on Exhibit U of its obligations to 000provide Additional Form 10-000-0000D Disclosure that is true and accurate in all material respects and in compliance with all applicable requirements of the Securities Act and the Exchange Act, Attn: CTS SEC Notificationsand the rules and regulations promulgated thereunder. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D with respect to the Trust pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-C34), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be (i) reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor, the Certificate Administrator (sent by facsimile to (000) 000-0000, Attention: Core Services and/or by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other number or address as the Certificate Administrator may provide) and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and the Certificate Administrator and approved by the each such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, as set forth within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator Administrator, the Depositor, and each Other Exchange Act Reporting Party and Other Depositor to which the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, or any lawyer in the in-house legal department of such party) in XXXXX-Compatible Formatcompatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such providing Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W-1 to this Agreement (except with respect to the reporting of balances of the Collection Account, the Loan Combination Custodial Account(s) and REO Account(s) which shall be delivered in the form of Exhibit W-2 hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered D with respect to the Certificate Administrator hereunder should be delivered by email Trust; provided that any Depositor’s approval pursuant to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile this clause (iii) shall not relieve any parties listed on Exhibit U of its obligations to 000provide Additional Form 10-000-0000D Disclosure that is true and accurate in all material respects and in compliance with all applicable requirements of the Securities Act and the Exchange Act, Attn: CTS SEC Notificationsand the rules and regulations promulgated thereunder. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D with respect to the Trust pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-C1), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-Gc37)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the “Additional Designated Information”). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXX-Compatible Format, compatible form or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor’s expense, and any necessary conversion to XXXXX-compatible format will be at the Additional Form 10-D Disclosure on Form 10-D. Information delivered Depositor’s expense. At the reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (XXXXX.Xxxxxxxxxxxxx@xx.xxx) or mezzanine debt, as applicable, that is incurred during facsimile no later than the related Due Period, (B) the total debt service coverage ratio calculated on the basis Business Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Flx4), Pooling and Servicing Agreement (Residential Asset Securitization Trust 2007-A5), Pooling and Servicing Agreement (IndyMac IMJA Mortgage Loan Trust 2007-A4)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be (i) reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, as set forth within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator Administrator, the Depositor, and each Other Exchange Act Reporting Party and Other Depositor to which the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, be or any lawyer in XXXXXthe in-house legal department of such party) in EXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such providing Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b2.03(a) and of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Sellers, if applicable, Seller and the SECCommission’s assigned “Central Index Key” for each such filer. The Depositor and the , which information each Mortgage Loan Sellers, in accordance with Seller is required to deliver to the Certificate Administrator pursuant to Section 6(b6(i) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

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)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the "Additional Designated Information"). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXXEDGAR-Compatible Format, compatible form or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee axx xxe Depositor or the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor's expense, and any necessary conversion to EDGAR-compatible format will be at the Additional Form 10-D Disclosure on Form 10-D. Information delivered Depositor's expense. At the xxxxonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (DBSEC.Notifications@db.com) or mezzanine debtfacsimile no later than the Businesx Xxx xxxxxxxxx xxxxxxx xx the same (which, as applicableunless not received within such time frame from the Trustee, that shall be no later than two Business Days prior to the date on which the Form 10-D is incurred during the related Due Periodrequired to be filed), (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Ar11), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Ar41), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Ar8)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the Master Servicer or Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the 401 in-house legal department of such party), in XXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D where such failure results from the Certificate 402 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SECCommission’s assigned “Central Index Key” for each such filer, (iii) an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period, and (iv) the balance of the Distribution Account as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (COMM 2015-Lc19 Mortgage Trust), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20)

Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXXEXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided, that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000400-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and ), (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filerfiler and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time period specified in Section 11.04 hereof) and the Certificate Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the applicable Master Servicer or applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filer, (iii) an itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates during the related Collection Period, and (iv) the balance of the Distribution Account as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-Lc14)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be (i) reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, as set forth within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator Administrator, the Depositor, and each Other Exchange Act Reporting Party and Other Depositor to which the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, or any lawyer in the in-house legal department of such party) in XXXXX-Compatible Formatcompatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such providing Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered D with respect to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC NotificationsTrust. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D with respect to the Trust pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b2.03(a) and of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Sellers, if applicable, Seller and the SECCommission’s assigned “Central Index Key” for each such filer. The Depositor and the , which information each Mortgage Loan Sellers, in accordance with Seller is required to deliver to the Certificate Administrator pursuant to Section 6(b6(i) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc25), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc23)

Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXXEXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000400-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C14), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C8)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (the “10-D Filing Deadline”) (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange ActAct and as approved by the Depositor. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any necessary disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XI and directed to the Depositor and the Certificate Administrator and approved for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XI) absent such reporting, direction and approval. The Certificate Administrator shall include in any Form 10-D filed by it, without limitation, to the extent such information is provided to the Certificate Administrator by the Depositor for inclusion therein, (i) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and each Seller, if applicable, and the Commission assigned “Central Index Key” number for each such filer. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as of which such information is presented) in accordance with applicable laws and regulations. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XI shall be required to provide to the Depositor and the Certificate Administrator (or, with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor and the Depositor (and trustee in the case of any Servicing Function Participant, with a copy to the Master Servicersuch Other Securitization), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in known by such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing partiesperson, the form and substance of any the corresponding Additional Form 10-D DisclosureDisclosure set forth on Schedule XI, if applicable, (ii) and in a form readily convertible to an XXXXX-compatible format, or in such other form as otherwise agreed by the parties listed Depositor, the Certificate Administrator and such party. Each Person set forth on Exhibit BB Schedule XI hereto shall include with such Additional Form 10-D Disclosure, Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) Schedule XIV. The Certificate Administrator shall provide prompt notice to the Depositor shall approve(or, as with respect to form and substance, or disapprove, as the case may bea Serviced Companion Loan deposited into an Other Securitization, the inclusion depositor and the trustee in such Other Securitization) to the extent the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the from such party. The Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XI of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the 2nd calendar day after such 5th calendar day after the related Distribution Date, the Certificate Administrator shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to (000) 000-0000 and by email to xxxxxxxxxxxxxxxx@xxxxxx.xxx, or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. On or prior to the end of business on the 11th calendar day (or, if such day is not a Business Day, the immediately preceding Business Day) after the related Distribution Date the Certificate Administrator shall include in any prepare and deliver electronically the Form 10-D filed by it to the Depositor for review. No later than the end of business on the 12th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (i) the information required by Rule 15Ga-1(awhich may be furnished electronically) of any changes to such Form 10-D. No later than the Exchange Act concerning all assets end of business on the Trust that were subject 13th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of a demand for its approval of such Form 10-D, and shall sign the repurchase of, Form 10-D and return an electronic or the substitution fax copy of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated such signed Form 10-D (with an original executed hard copy to follow by Section 2.03(bovernight mail) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphCertificate Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents instructs the Certificate Administrator, with respect to each Form 10-D, to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the end of business on the 5th calendar day after the related Distribution Date with respect to the filing of a report on Date. The Certificate Administrator shall (a) file such Form 10-D not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (b) use commercially reasonable best efforts to file such Form 10-D, if the answer Certificate Administrator received the signed Form 10-D after the signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date; provided that if the Certificate Administrator cannot file the Form 10-D prior to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt deadline set forth in the futureimmediately preceding clause (b), the Certificate Administrator shall include as part of any applicable file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 13.8(b). After filing with the Commission, the Certificate Administrator shall promptly, pursuant to Section 5.4, make available on its internet website a final executed copy of each Form 10-D prepared and filed by it the Certificate Administrator. The parties to this Agreement acknowledge (Aand each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the amount performance by the Certificate Administrator of any its duties under this Section 13.4 related to the timely preparation and filing of Form 10-D is contingent upon such Additional Debt or mezzanine debtparties (and, as to the extent applicable, that is incurred during any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the related Due Periodperformance of their duties under this Section 13.4. The Certificate Administrator shall have no liability for any loss, (B) expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution or file such Form 10-D where such failure results from the total debt service coverage ratio calculated 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. Any notices or draft Form 10-D delivered to the basis of Depositor pursuant to this Section 13.4 shall be delivered by email to xxxx_xxxxxxx@xxxxxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) Depositor to the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicableother parties in writing.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the Master Servicer or Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure 401 information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SECCommission’s assigned “Central Index Key” for each such filer, (iii) an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period, and (iv) the balance of the Distribution Account as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. 402 Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C28), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs1)

Form 10-D Filings. (a) 380 Within fifteen (15) 15 calendar days after each Distribution Date (the “10-D Filing Deadline”) (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange ActAct and as approved by the Depositor. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any necessary disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XI and directed to the Depositor and the Certificate Administrator and approved (or the Master Servicer, as specified in the immediately succeeding paragraph) for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XI) absent such reporting, direction and approval. The Certificate Administrator shall include in any Form 10-D filed by it (i) to the extent such information is provided to the Certificate Administrator by the Depositor for inclusion therein, (a) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties and (b) a reference to the most recent Form ABS-15G filed by the Depositor and each Seller, if applicable, and the Commission assigned “Central Index Key” number for each such filer, (ii) to the extent such information is provided to the Certificate Administrator by the Master Servicer for inclusion therein within the time period described in the immediately succeeding paragraph, the balances of the Collection Account and any REO Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iii) the balances of the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and the TA Unused Fees Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as of which such information is presented) in accordance with applicable laws and regulations. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XI shall be required to provide to the Depositor and the Certificate Administrator (or, with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor and the Depositor (and trustee in the case of any Servicing Function Participant, with a copy to the Master Servicersuch Other Securitization), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in known by such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing partiesperson, the form and substance of any the corresponding Additional Form 10-D DisclosureDisclosure set forth on Schedule XI, if applicable, and in a form readily convertible to an EXXXX-compatible format, or in such other form as otherwise agreed by the Depositor, the Certificate Administrator and such party; provided, that information relating to any REO Account to be reported under Item 8: Other Information on Schedule XI shall be reported by the Special Servicer to the Master Servicer within four (ii4) calendar days after the parties listed related Distribution Date. Any such Additional Form 10-D Disclosure to be delivered to the Certificate Administrator shall be delivered to it via email at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. Each Person set forth on Exhibit BB Schedule XI hereto shall include with such Additional Form 10-D Disclosure, Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) Schedule XIV. The Certificate Administrator shall provide prompt notice to the Depositor shall approve(or, as with respect to form and substance, or disapprove, as the case may bea Serviced Companion Loan deposited into an Other Securitization, the inclusion depositor and the trustee in such Other Securitization) to the extent the 381 Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the from such party. The Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XI of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the 2nd calendar day after such 5th calendar day after the related Distribution Date, the Certificate Administrator shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to (000) 000-0000 and by email to cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. On or prior to the end of business on the 11th calendar day (or, if such day is not a Business Day, the immediately preceding Business Day) after the related Distribution Date the Certificate Administrator shall include in any prepare and deliver electronically the Form 10-D filed by it to the Depositor for review. No later than the end of business on the 12th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (i) the information required by Rule 15Ga-1(awhich may be furnished electronically) of any changes to such Form 10-D. No later than the Exchange Act concerning all assets end of business on the Trust that were subject 13th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of a demand for its approval of such Form 10-D, and shall sign the repurchase of, Form 10-D and return an electronic or the substitution fax copy of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated such signed Form 10-D (with an original executed hard copy to follow by Section 2.03(bovernight mail) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphCertificate Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents instructs the Certificate Administrator, with respect to each Form 10-D, to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the end of business on the 5th calendar day after the related Distribution Date with respect to the filing of a report on Date. The Certificate Administrator shall (a) file such Form 10-D not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (b) use commercially reasonable best efforts to file such Form 10-D, if the answer Certificate Administrator received the signed Form 10-D after the signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date; provided that if the Certificate Administrator cannot file the Form 10-D prior to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt deadline set forth in the futureimmediately preceding clause (b), the Certificate Administrator shall include as part of any applicable file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 13.8(b). After filing with the Commission, the Certificate Administrator shall promptly, pursuant to Section 5.4, make available on its internet website a final executed copy of each Form 10-D prepared and filed by it the Certificate Administrator. The parties to this Agreement acknowledge (Aand each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the amount performance by the Certificate Administrator of any its duties under this Section 13.4 related to the timely preparation and filing of Form 10-D is contingent upon such Additional Debt or mezzanine debtparties (and, as to the extent applicable, that is incurred during any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the related Due Periodperformance of their duties under this Section 13.4. The Certificate Administrator shall have no liability for any loss, (B) expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution or file such Form 10-D where such failure results from the total debt service coverage ratio calculated 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. Any notices or draft Form 10-D delivered to the basis of Depositor pursuant to this Section 13.4 shall be delivered by email to cxxx_xxxxxxx@xxxxxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) Depositor to the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicableother parties in writing.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (COMM 2013-Lc13 Mortgage Trust)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be (i) reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, as set forth within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator Administrator, the Depositor, and each Other Exchange Act Reporting Party and Other Depositor to which the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, or any lawyer in the in-house legal department of such party) in XXXXX-Compatible Formatcompatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such providing Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W-1 to this Agreement (except with respect to the reporting of balances of the Collection Account, each Loan Combination Custodial Account and each REO Account which shall be delivered in the form of Exhibit W-2 hereto, and the Special Servicer shall provide in the form of Exhibit W-2 any information relating to any REO Account to be reported under “Item 9: Other Information” on Exhibit U to the Master Servicer within four (4) calendar days after the related Distribution Date) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered D with respect to the Certificate Administrator hereunder should be delivered by email Trust; provided that any Depositor’s approval pursuant to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile this clause (iii) shall not relieve any parties listed on Exhibit U of its obligations to 000provide Additional Form 10-000-0000D Disclosure that is true and accurate in all material respects and in compliance with all applicable requirements of the Securities Act and the Exchange Act, Attn: CTS SEC Notificationsand the rules and regulations promulgated thereunder. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D with respect to the Trust pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Pooling and Servicing Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, as set forth within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator Administrator, the Depositor, and each Other Exchange Act Reporting Party and Other Depositor to which the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, be or any lawyer in the in-house legal department of such party) in XXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such providing Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b2.03(a) and of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Sellers, if applicable, Seller and the SECCommission’s assigned “Central Index Key” for each such filer. The Depositor and the , which information each Mortgage Loan Sellers, in accordance with Seller is required to deliver to the Certificate Administrator pursuant to Section 6(b6(i) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (CSAIL 2015-C3 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C2 Commercial Mortgage Trust), Pooling and Servicing Agreement (CSAIL 2015-C1 Commercial Mortgage Trust)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the "Additional Designated Information"). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXXEDGAR-Compatible Format, compatible form or in such other format as otherwise otherxxxx agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor's expense, and any 104 necessary conversion to EDGAR-compatible format will be ax xxx Depositor's expense. At the Additional Form 10-D Disclosure on Form 10-D. Information delivered reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (DBSEC.Notifications@db.com) or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis faxxxxxxx xx xxxxx xxxx xxx Business Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Ar1), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Ar7), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Ar37)

Form 10-D Filings. (a) Within fifteen (15) calendar days after each Distribution Date (the “10-D Filing Deadline”) (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange ActAct and as approved by the Depositor. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any necessary disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XI and directed to the Depositor and the Certificate Administrator and approved for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XI) absent such reporting, direction and approval. The Certificate Administrator shall include in any Form 10-D filed by it, without limitation, to the extent such information is provided to the Certificate Administrator by the Depositor for inclusion therein, (i) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and each Seller, if applicable, and the Commission assigned “Central Index Key” number for each such filer. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as of which such information is presented) in accordance with applicable laws and regulations. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XI shall be required to provide to the Depositor and the Certificate Administrator (or, with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor and the Depositor (and trustee in the case of any Servicing Function Participant, with a copy to the Master Servicersuch Other Securitization), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in known by such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing partiesperson, the form and substance of any the corresponding Additional Form 10-D DisclosureDisclosure set forth on Schedule XI, if applicable, (ii) and in a form readily convertible to an EXXXX-compatible format, or in such other form as otherwise agreed by the parties listed Depositor, the Certificate Administrator and such party. Each Person set forth on Exhibit BB Schedule XI hereto shall include with such Additional Form 10-D Disclosure, Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) Schedule XIV. The Certificate Administrator shall provide prompt notice to the Depositor shall approve(or, as with respect to form and substance, or disapprove, as the case may bea Serviced Companion Loan deposited into an Other Securitization, the inclusion depositor and the trustee in such Other Securitization) to the extent the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the from such party. The Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XI of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the second (2nd) calendar day after such fifth (5th) calendar day after the related Distribution Date, the Certificate Administrator shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to (000) 000-0000 and by email to cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. On or prior to the end of business on the eleventh (11th) calendar day (or, if such day is not a Business Day, the immediately preceding Business Day) after the related Distribution Date the Certificate Administrator shall include in any prepare and deliver electronically the Form 10-D filed by it to the Depositor for review. No later than the end of business on the twelfth (i12th) calendar day after the information required by Rule 15Ga-1(arelated Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to such Form 10-D. No later than the Exchange Act concerning all assets end of business on the Trust that were subject thirteenth (13th) calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of a demand for its approval of such Form 10-D, and shall sign the repurchase of, Form 10-D and return an electronic or the substitution fax copy of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated such signed Form 10-D (with an original executed hard copy to follow by Section 2.03(bovernight mail) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphCertificate Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents instructs the Certificate Administrator, with respect to each Form 10-D, to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th end of business on the fifth (5th) calendar day after the related Distribution Date. The Certificate Administrator shall (a) file such Form 10-D not later than 5:30 p.m. (New York City time) on the fifteenth (15th) calendar day after the related Distribution Date with respect or (b) use commercially reasonable best efforts to file such Form 10-D, if the filing of a report on Certificate Administrator received the signed Form 10-D after the signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York City time) on the fifteenth (15th) calendar day after the related Distribution Date; provided that if the answer Certificate Administrator cannot file the Form 10-D prior to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt deadline set forth in the futureimmediately preceding clause (b), the Certificate Administrator shall include as part of any applicable file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 13.8(b). After filing with the Commission, the Certificate Administrator shall promptly, pursuant to Section 5.4, make available on its internet website a final executed copy of each Form 10-D prepared and filed by it the Certificate Administrator. The parties to this Agreement acknowledge (Aand each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the amount performance by the Certificate Administrator of any its duties under this Section 13.4 related to the timely preparation and filing of Form 10-D is contingent upon such Additional Debt or mezzanine debtparties (and, as to the extent applicable, that is incurred during any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the related Due Periodperformance of their duties under this Section 13.4. The Certificate Administrator shall have no liability for any loss, (B) expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution or file such Form 10-D where such failure results from the total debt service coverage ratio calculated 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. Any notices or draft Form 10-D delivered to the basis of Depositor pursuant to this Section 13.4 shall be delivered by email to cxxx_xxxxxxx@xxxx.xxx, or such other address as may hereafter be furnished by the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) Depositor to the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicableother parties in writing.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a Companion Loan is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the Master Servicer or Special Servicer, as applicable) (and to any Other Trustee or Other Depositor related to any Other Securitization that includes a Companion Loan), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in house legal department of such party), in XXXXX-Compatible FormatXXXXX compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.15, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.06 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.06. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and Loan, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filerfiler and (iii) an itemized listing of any Disclosable Special Servicer Fees if and to the extent received by the Special Servicer or any of its Affiliates during the related Collection Period. The Depositor and the each Mortgage Loan SellersSeller, in accordance with Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided, however, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (the "10-D Filing Deadline") (subject to permitted extensions under the Exchange Act), the Certificate Administrator Trustee shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator Trustee shall file each Form 10-D with a copy of the related Statement to Certificateholders Monthly Certificateholder's Report attached thereto. Any necessary disclosure in addition to the Statement to Certificateholders Monthly Certificateholder's Report that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XVII and directed to the Depositor and the Certificate Administrator and approved Trustee for approval by the Depositor, and the Certificate Administrator . The Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XVII) absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB Schedule XVII hereto, within five (5) 5 calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XVII shall be required to provide to the Certificate Administrator Depositor and the Depositor Trustee, in a form readily convertible to an EDGAR-compatible format (and in the case of any Servicing Function Participant, with a copy to the Master Servicerextent available to such party in sucx xxxmat), or in such other form as otherwise agreed by the Depositor, the Trustee and such party, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than with respect to disclosure required pursuant to Item 1117 or Item 1119 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, in XXXXX-Compatible Formatas the case may be, or any lawyer in the in-house legal department of such other format as otherwise agreed upon by the Certificate Administratorparty), the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include together with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) AA. The Trustee shall provide prompt notice to the Depositor shall approve, as to form and substance, or disapprove, as the case may be, extent the inclusion Trustee is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notificationsfrom such party. Neither the The Trustee nor the Certificate Administrator has any shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XVII of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the 2nd calendar day after such 5th calendar day after the related Distribution Date, the Trustee shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator For the avoidance of doubt, the Master Servicer shall include in any Form 10-D filed by it (i) the information be required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by report to the Depositor and the Mortgage Loan Sellers, if applicable, Trustee the net operating income of a Significant Obligor to the extent and under the SEC’s assigned “Central Index Key” for each conditions such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports net operating income is required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) daysreported under Regulation AB.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 3 contracts

Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq13), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq13), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq13)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the “Additional Designated Information”). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXXEXXXX-Compatible Format, compatible form or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor’s expense, and any necessary conversion to EXXXX-compatible format will be at the Additional Form 10-D Disclosure on Form 10-D. Information delivered Depositor’s expense. At the reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx) or mezzanine debt, as applicable, that is incurred during facsimile no later than the related Due Period, (B) the total debt service coverage ratio calculated on the basis Business Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Residential Asset Securitization Trust 2007-A7), Pooling and Servicing Agreement (IndyMac IMSC Mortgage Loan Trust 2007-F2), Pooling and Servicing Agreement (IndyMac IMSC Mortgage Loan Trust 2007-F3)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be (i) reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, as set forth within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator Administrator, the Depositor, and each Other Exchange Act Reporting Party and Other Depositor to which the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, be or any lawyer in the in-house legal department of such party) in XXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such providing Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b2.03(a) and of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Sellers, if applicable, Seller and the SECCommission’s assigned “Central Index Key” for each such filer. The Depositor and the , which information each Mortgage Loan Sellers, in accordance with Seller is required to deliver to the Certificate Administrator pursuant to Section 6(b6(i) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 3 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-C2 Commercial Mortgage Trust)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (or, if such 15th day is not a Business Day, the immediately preceding Business Day) (the “10-D Filing Deadline”) (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange ActAct and as approved by the Depositor. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any necessary disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XI and directed to the Depositor and the Certificate Administrator and approved (or the Master Servicer, as specified in the immediately succeeding paragraph) for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XI) absent such reporting, direction and approval. The Certificate Administrator shall include in any Form 10-D filed by it (i) to the extent such information is provided to the Certificate Administrator by the Depositor for inclusion therein, (a) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties and (b) a reference to the most recent Form ABS-15G filed by the Depositor and each Seller, if applicable, and the Commission assigned “Central Index Key” number for each such filer, (ii) to the extent such information is provided to the Certificate Administrator by the Master Servicer for inclusion therein within the time period described in the immediately succeeding paragraph, the balances of the Collection Account and any REO Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iii) the balances of the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and the TA Unused Fees Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as of which such information is presented) in accordance with applicable laws and regulations. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XI shall be required to provide to the Depositor and the Certificate Administrator (or, with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor and the Depositor (and trustee in the case of any Servicing Function Participant, with a copy to the Master Servicersuch Other Securitization), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in known by such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing partiesperson, the form and substance of any the corresponding Additional Form 10-D DisclosureDisclosure set forth on Schedule XI, if applicable, and in a form readily convertible to an XXXXX-compatible format, or in such other form as otherwise agreed by the Depositor, the Certificate Administrator and such party; provided, that information relating to any REO Account to be reported under Item 8: Other Information on Schedule XI shall be reported by the Special Servicer to the Master Servicer within four (ii4) calendar days after the parties listed related Distribution Date. Any such Additional Form 10-D Disclosure to be delivered to the Certificate Administrator shall be delivered to it via email at xxxx.xxxxxxxxxxxx@xxxxxx.xxx. Each Person set forth on Exhibit BB Schedule XI hereto shall include with such Additional Form 10-D Disclosure, Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) Schedule XIV. The Certificate Administrator shall provide prompt notice to the Depositor shall approve(or, as with respect to form and substance, or disapprove, as the case may bea Serviced Companion Loan deposited into an Other Securitization, the inclusion depositor and the trustee in such Other Securitization) to the extent the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the from such party. The Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XI of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the 2nd calendar day after such 5th calendar day after the related Distribution Date, the Certificate Administrator shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to (000) 000-0000 and by email to xxxx.xxxxxxxxxxxx@xxxxxx.xxx, or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. On or prior to the end of business on the 11th calendar day (or, if such day is not a Business Day, the immediately preceding Business Day) after the related Distribution Date the Certificate Administrator shall include in any prepare and deliver electronically the Form 10-D filed by it to the Depositor for review. No later than the end of business on the 12th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (i) the information required by Rule 15Ga-1(awhich may be furnished electronically) of any changes to such Form 10-D. No later than the Exchange Act concerning all assets end of business on the Trust that were subject 13th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of a demand for its approval of such Form 10-D, and shall sign the repurchase of, Form 10-D and return an electronic or the substitution fax copy of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated such signed Form 10-D (with an original executed hard copy to follow by Section 2.03(bovernight mail) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphCertificate Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to 382 file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents instructs the Certificate Administrator, with respect to each Form 10-D, to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the end of business on the 5th calendar day after the related Distribution Date with respect to the filing of a report on Date. The Certificate Administrator shall (a) file such Form 10-D not later than 5:30 p.m. (New York City time) on the 10-D Filing Deadline or (b) use commercially reasonable best efforts to file such Form 10-D, if the answer Certificate Administrator received the signed Form 10-D after the signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York City time) on the 10-D Filing Deadline; provided that if the Certificate Administrator cannot file the Form 10-D prior to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt deadline set forth in the futureimmediately preceding clause (b), the Certificate Administrator shall include as part of any applicable file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 13.8(b). After filing with the Commission, the Certificate Administrator shall promptly, pursuant to Section 5.4, make available on its internet website a final executed copy of each Form 10-D prepared and filed by it the Certificate Administrator. The parties to this Agreement acknowledge (Aand each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the amount performance by the Certificate Administrator of any its duties under this Section 13.4 related to the timely preparation and filing of Form 10-D is contingent upon such Additional Debt or mezzanine debtparties (and, as to the extent applicable, that is incurred during any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the related Due Periodperformance of their duties under this Section 13.4. The Certificate Administrator shall have no liability for any loss, (B) expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution or file such Form 10-D where such failure results from the total debt service coverage ratio calculated 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. Any notices or draft Form 10-D delivered to the basis of Depositor pursuant to this Section 13.4 shall be delivered by email to xxxx_xxxxxxx@xxxxxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) Depositor to the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicableother parties in writing.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided, that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and ), (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filerfiler and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time period specified in Section 11.04 hereof) and the Certificate Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C19)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the Master Servicer or the Special Servicer, as applicable) (and to any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filer, (iii) an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period, and (iv) the balance of the Distribution Account as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (the “10-D Filing Deadline”) (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange ActAct and as approved by the Depositor. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any necessary disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XI and directed to the Depositor and the Certificate Administrator and approved (or the Master Servicer, as specified in the immediately succeeding paragraph) for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XI) absent such reporting, direction and approval. The Certificate Administrator shall include in any Form 10-D filed by it (i) to the extent such information is provided to the Certificate Administrator by the Depositor for inclusion therein, (a) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties and (b) a reference to the most recent Form ABS-15G filed by the Depositor and each Seller, if applicable, and the Commission assigned “Central Index Key” number for each 379 such filer, (ii) to the extent such information is provided to the Certificate Administrator by the Master Servicer for inclusion therein within the time period described in the immediately succeeding paragraph, the balances of the Collection Account and any REO Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iii) the balances of the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and the TA Unused Fees Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as of which such information is presented) in accordance with applicable laws and regulations. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XI shall be required to provide to the Depositor and the Certificate Administrator (or, with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor and the Depositor (and trustee in the case of any Servicing Function Participant, with a copy to the Master Servicersuch Other Securitization), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in known by such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing partiesperson, the form and substance of any the corresponding Additional Form 10-D DisclosureDisclosure set forth on Schedule XI, if applicable, and in a form readily convertible to an EXXXX-compatible format, or in such other form as otherwise agreed by the Depositor, the Certificate Administrator and such party; provided, that information relating to any REO Account to be reported under Item 8: Other Information on Schedule XI shall be reported by the Special Servicer to the Master Servicer within four (ii4) calendar days after the parties listed related Distribution Date. Any such Additional Form 10-D Disclosure to be delivered to the Certificate Administrator shall be delivered to it via email at cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. Each Person set forth on Exhibit BB Schedule XI hereto shall include with such Additional Form 10-D Disclosure, Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) Schedule XIV. The Certificate Administrator shall provide prompt notice to the Depositor shall approve(or, as with respect to form and substance, or disapprove, as the case may bea Serviced Companion Loan deposited into an Other Securitization, the inclusion depositor and the trustee in such Other Securitization) to the extent the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the from such party. The Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XI of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the 2nd calendar day after such 5th calendar day after the related Distribution Date, the Certificate Administrator shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to (000) 000-0000 and by email to cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. On or prior to the end of business on the 11th calendar day (or, if such day is not a Business Day, the immediately preceding Business Day) after the related Distribution Date the Certificate Administrator shall include in any prepare and deliver electronically the Form 10-D filed by it to the Depositor 380 for review. No later than the end of business on the 12th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (i) the information required by Rule 15Ga-1(awhich may be furnished electronically) of any changes to such Form 10-D. No later than the Exchange Act concerning all assets end of business on the Trust that were subject 13th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of a demand for its approval of such Form 10-D, and shall sign the repurchase of, Form 10-D and return an electronic or the substitution fax copy of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated such signed Form 10-D (with an original executed hard copy to follow by Section 2.03(bovernight mail) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphCertificate Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents instructs the Certificate Administrator, with respect to each Form 10-D, to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the end of business on the 5th calendar day after the related Distribution Date with respect to the filing of a report on Date. The Certificate Administrator shall (a) file such Form 10-D not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (b) use commercially reasonable best efforts to file such Form 10-D, if the answer Certificate Administrator received the signed Form 10-D after the signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date; provided that if the Certificate Administrator cannot file the Form 10-D prior to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt deadline set forth in the futureimmediately preceding clause (b), the Certificate Administrator shall include as part of any applicable file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 13.8(b). After filing with the Commission, the Certificate Administrator shall promptly, pursuant to Section 5.4, make available on its internet website a final executed copy of each Form 10-D prepared and filed by it the Certificate Administrator. The parties to this Agreement acknowledge (Aand each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the amount performance by the Certificate Administrator of any its duties under this Section 13.4 related to the timely preparation and filing of Form 10-D is contingent upon such Additional Debt or mezzanine debtparties (and, as to the extent applicable, that is incurred during any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the related Due Periodperformance of their duties under this Section 13.4. The Certificate Administrator shall have no liability for any loss, (B) expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution or file such Form 10-D where such failure results from the total debt service coverage ratio calculated 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. Any notices or draft Form 10-D delivered to the basis of Depositor pursuant to this Section 13.4 shall be delivered by email to cxxx_xxxxxxx@xxxxxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) Depositor to the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicableother parties in writing.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C13)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator Trustee shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator Trustee shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the following paragraph paragraph, be reported by the parties set forth on Exhibit BB U to the Depositor and the Certificate Administrator Trustee and approved by the Depositor, and the Certificate Administrator Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) 5 calendar days after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U hereto, shall be required to provide to the Certificate Administrator Trustee and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof, (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, be or any lawyer in XXXXXthe in-Compatible Formathouse legal department of such party) in EDGAR-compatible format (to the extent available to such party in such xxxxxt), or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB U hereto shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall use its commercially reasonable efforts to cause each Sub-Servicers or Subcontractors of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE X and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the The Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2006-Gg8), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2006-Gg8), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2007-Gg10)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator Trustee shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator Trustee shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB V to the Depositor and the Certificate Administrator Trustee and approved by the Depositor, and the Certificate Administrator Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D DisclosureDisclosure (other than Additional Form 10-D Disclosure required to be reported by it as set forth herein), absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB V hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB V hereto shall be required to provide to the Certificate Administrator Trustee and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledge, in XXXXXEDGAR-Compatible Formatcompatible format, or in such other format as otherwise agreed upon by upxx xx the Certificate AdministratorTrustee, the Depositor and such providing parties, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Exhibit V applicable to such party, (ii) the parties listed on Exhibit BB V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE Y and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the The Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp12), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (the “10-D Filing Deadline”) (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange ActAct and as approved by the Depositor. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any necessary disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XI and directed to the Depositor and the Certificate Administrator and approved (or the Master Servicer, as specified in the immediately succeeding paragraph) for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XI) absent such reporting, direction and approval. The Certificate Administrator shall include in any Form 10-D filed by it (i) to the extent such information is provided to the Certificate Administrator by the Depositor for inclusion therein, (a) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties and (b) a reference to the most recent Form ABS-15G filed by the Depositor and each Seller, if applicable, and the Commission assigned “Central Index Key” number for each such filer, (ii) to the extent such information is provided to the Certificate Administrator by the Master Servicer for inclusion therein within the time period described in the immediately succeeding paragraph, the balances of the Collection Account and any REO Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iii) the balances of the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and the TA Unused Fees Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as of which such information is presented) in accordance with applicable laws and regulations. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XI shall be required to provide to the Depositor and the Certificate Administrator (or, with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor and the Depositor (and trustee in the case of any Servicing Function Participant, with a copy to the Master Servicersuch Other Securitization), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in known by such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing partiesperson, the form and substance of any the corresponding Additional Form 10-D DisclosureDisclosure set forth on Schedule XI, if applicable, and in a form readily convertible to an XXXXX-compatible format, or in such other form as otherwise agreed by the Depositor, the Certificate Administrator and such party; provided, that information relating to any REO Account to be reported under Item 8: Other Information on Schedule XI shall be reported by the Special Servicer to the Master Servicer within four (ii4) calendar days after the parties listed related Distribution Date. Any such Additional Form 10-D Disclosure to be delivered to the Certificate Administrator shall be delivered to it via email at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. Each Person set forth on Exhibit BB Schedule XI hereto shall include with such Additional Form 10-D Disclosure, Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) Schedule XIV. The Certificate Administrator shall provide prompt notice to the Depositor shall approve(or, as with respect to form and substance, or disapprove, as the case may bea Serviced Companion Loan deposited into an Other Securitization, the inclusion depositor and the trustee in such Other Securitization) to the extent the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the from such party. The Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XI of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the 2nd calendar day after such 5th calendar day after the related Distribution Date, the Certificate Administrator shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to (000) 000-0000 and by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. On or prior to the end of business on the 11th calendar day (or, if such day is not a Business Day, the immediately preceding Business Day) after the related Distribution Date the Certificate Administrator shall include in any prepare and deliver electronically the Form 10-D filed by it to the Depositor for review. No later than the end of business on the 12th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (i) the information required by Rule 15Ga-1(awhich may be furnished electronically) of any changes to such Form 10-D. No later than the Exchange Act concerning all assets end of business on the Trust that were subject 13th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of a demand for its approval of such Form 10-D, and shall sign the repurchase of, Form 10-D and return an electronic or the substitution fax copy of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated such signed Form 10-D (with an original executed hard copy to follow by Section 2.03(bovernight mail) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphCertificate Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents instructs the Certificate Administrator, with respect to each Form 10-D, to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the end of business on the 5th calendar day after the related Distribution Date with respect to the filing of a report on Date. The Certificate Administrator shall (a) file such Form 10-D not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (b) use commercially reasonable best efforts to file such Form 10-D, if the answer Certificate Administrator received the signed Form 10-D after the signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date; provided that if the Certificate Administrator cannot file the Form 10-D prior to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt deadline set forth in the futureimmediately preceding clause (b), the Certificate Administrator shall include as part of any applicable file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 13.8(b). After filing with the Commission, the Certificate Administrator shall promptly, pursuant to Section 5.4, make available on its internet website a final executed copy of each Form 10-D prepared and filed by it the Certificate Administrator. The parties to this Agreement acknowledge (Aand each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the amount performance by the Certificate Administrator of any its duties under this Section 13.4 related to the timely preparation and filing of Form 10-D is contingent upon such Additional Debt or mezzanine debtparties (and, as to the extent applicable, that is incurred during any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the related Due Periodperformance of their duties under this Section 13.4. The Certificate Administrator shall have no liability for any loss, (B) expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution or file such Form 10-D where such failure results from the total debt service coverage ratio calculated 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. Any notices or draft Form 10-D delivered to the basis of Depositor pursuant to this Section 13.4 shall be delivered by email to xxxx_xxxxxxx@xxxxxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) Depositor to the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicableother parties in writing.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes the Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the Master Servicer or Special Servicer, as applicable) (and to any Other Trustee or Other Depositor related to any Other Securitization that includes the Serviced Pari Passu Companion Loan), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filer, (iii) an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period, and (iv) the balance of the Distribution Account and the Class SJ Distribution Account as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth within one Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof, (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, be or any lawyer in XXXXXthe in-Compatible Formathouse legal department of such party) in EXXXX-compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor and such providing parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) or Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b2.03(a) and of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Sellers, if applicable, Seller and the SECCommission’s assigned “Central Index Key” for each such filer. The Depositor and the , which information each Mortgage Loan Sellers, in accordance with Seller is required to deliver to the Certificate Administrator pursuant to Section 6(b6(i) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj7), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj7)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the Master Servicer or Special Servicer, as applicable) (and to any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXX-Compatible FormatEXXXX compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filerfiler and (iii) an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided, however, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the Master Servicer or Special Servicer, as applicable), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXX-Compatible FormatXXXXX compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filerfiler and (iii) an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided, however, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be (i) reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, as set forth within one Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator Administrator, the Depositor, and each Other Exchange Act Reporting Party and Other Depositor to which the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledgebe or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible Formatcompatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such providing Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered D with respect to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC NotificationsTrust. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D with respect to the Trust pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b2.03(a) and of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Sellers, if applicable, Seller and the SECCommission’s assigned “Central Index Key” for each such filer. The Depositor and the , which information each Mortgage Loan Sellers, in accordance with Seller is required to deliver to the Certificate Administrator pursuant to Section 6(b6(i) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the Master Servicer or Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filer, (iii) an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period, and (iv) the balance of the Distribution Account as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C25)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be (i) reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, as set forth within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator Administrator, the Depositor, and each Other Exchange Act Reporting Party and Other Depositor to which the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, or any lawyer in XXXXXthe in-Compatible Formathouse legal department of such party) in EXXXX-compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such providing Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered D with respect to the Certificate Administrator hereunder should be delivered by email Trust; provided that any Depositor’s approval pursuant to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile this clause (iii) shall not relieve any parties listed on Exhibit U of its obligations to 000provide Additional Form 10-000-0000D Disclosure that is true and accurate in all material respects and in compliance with all applicable requirements of the Securities Act and the Exchange Act, Attn: CTS SEC Notificationsand the rules and regulations promulgated thereunder. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D with respect to the Trust pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b2.03(a) and of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Sellers, if applicable, Seller and the SECCommission’s assigned “Central Index Key” for each such filer. The Depositor and the , which information each Mortgage Loan Sellers, in accordance with Seller is required to deliver to the Certificate Administrator pursuant to Section 6(b6(i) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2015-Gc27)

Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXXEXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided, that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000400-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and ), (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filerfiler and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time period specified in Section 11.04 hereof) and the Certificate Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.)

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C22)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the "Additional Designated Information"). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXXEDGAR-Compatible Format, compatible form or in such other format as otherwise otherxxxx agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor's expense, and any necessary conversion to EDGAR-compatible format will be ax xxx Depositor's expense. At the Additional Form 10-D Disclosure on Form 10-D. Information delivered reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. Except with respect to the Form 10-D to be filed following the first Distribution Date, the Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (DBSEC.Notifications@db.com) or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis faxxxxxxx xx xxxxx xxxx xxx Business Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A3cb), Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A4ip)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (or, if such 15th day is not a Business Day, the immediately preceding Business Day) (the “10-D Filing Deadline”) (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange ActAct and as approved by the Depositor. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any necessary disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XI and directed to the Depositor and the Certificate Administrator and approved (or the Master Servicer, as specified in the immediately succeeding paragraph) for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XI) absent such reporting, direction and approval. The Certificate Administrator shall include in any Form 10-D filed by it (i) to the extent such information is provided to the Certificate Administrator by the Depositor for inclusion therein, (a) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties and (b) a reference to the most recent Form ABS-15G filed by the Depositor and each Seller, if applicable, and the Commission assigned “Central Index Key” number for each such filer, (ii) to the extent such information is provided to the Certificate Administrator by the Master Servicer for inclusion therein within the time period described in the immediately succeeding paragraph, the balances of the Collection Account and any REO Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iii) the balances of the Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and the TA Unused Fees Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as of which such information is presented) in accordance with applicable laws and regulations. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XI shall be required to provide to the Depositor and the Certificate Administrator (or, with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor and the Depositor (and trustee in the case of any Servicing Function Participant, with a copy to the Master Servicersuch Other Securitization), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in known by such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing partiesperson, the form and substance of any the corresponding Additional Form 10-D DisclosureDisclosure set forth on Schedule XI, if applicable, and in a form readily convertible to an XXXXX-compatible format, or in such other form as otherwise agreed by the Depositor, the Certificate Administrator and such party; provided, that information relating to any REO Account to be reported under Item 8: Other Information on Schedule XI shall be reported by the Special Servicer to the Master Servicer within four (ii4) calendar days after the parties listed related Distribution Date. Any such Additional Form 10-D Disclosure to be delivered to the Certificate Administrator shall be delivered to it via email at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx. Each Person set forth on Exhibit BB Schedule XI hereto shall include with such Additional Form 10-D Disclosure, Disclosure an Additional Disclosure Notification in the 380 form attached hereto as Exhibit EE and (iii) Schedule XIV. The Certificate Administrator shall provide prompt notice to the Depositor shall approve(or, as with respect to form and substance, or disapprove, as the case may bea Serviced Companion Loan deposited into an Other Securitization, the inclusion depositor and the trustee in such Other Securitization) to the extent the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the from such party. The Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XI of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the 2nd calendar day after such 5th calendar day after the related Distribution Date, the Certificate Administrator shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to (000) 000-0000 and by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. On or prior to the end of business on the 11th calendar day (or, if such day is not a Business Day, the immediately preceding Business Day) after the related Distribution Date the Certificate Administrator shall include in any prepare and deliver electronically the Form 10-D filed by it to the Depositor for review. No later than the end of business on the 12th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (i) the information required by Rule 15Ga-1(awhich may be furnished electronically) of any changes to such Form 10-D. No later than the Exchange Act concerning all assets end of business on the Trust that were subject 13th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of a demand for its approval of such Form 10-D, and shall sign the repurchase of, Form 10-D and return an electronic or the substitution fax copy of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated such signed Form 10-D (with an original executed hard copy to follow by Section 2.03(bovernight mail) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphCertificate Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents instructs the Certificate Administrator, with respect to each Form 10-D, to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the end of business on the 5th calendar day after the related Distribution Date with respect to the filing of a report on Date. The Certificate Administrator shall (a) file such Form 10-D not later than 5:30 p.m. (New York City time) on the 10-D Filing Deadline or (b) use commercially reasonable best efforts to file such Form 10-D, if the answer Certificate Administrator received the signed Form 10-D after the signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York City time) on the 10-D Filing Deadline; provided that if the Certificate Administrator cannot file the Form 10-D prior to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt deadline set forth in the futureimmediately preceding clause (b), the Certificate Administrator shall include as part of any applicable file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures 381 set forth in Section 13.8(b). After filing with the Commission, the Certificate Administrator shall promptly, pursuant to Section 5.4, make available on its internet website a final executed copy of each Form 10-D prepared and filed by it the Certificate Administrator. The parties to this Agreement acknowledge (Aand each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the amount performance by the Certificate Administrator of any its duties under this Section 13.4 related to the timely preparation and filing of Form 10-D is contingent upon such Additional Debt or mezzanine debtparties (and, as to the extent applicable, that is incurred during any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the related Due Periodperformance of their duties under this Section 13.4. The Certificate Administrator shall have no liability for any loss, (B) expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution or file such Form 10-D where such failure results from the total debt service coverage ratio calculated 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. Any notices or draft Form 10-D delivered to the basis of Depositor pursuant to this Section 13.4 shall be delivered by email to xxxx_xxxxxxx@xxxxxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) Depositor to the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicableother parties in writing.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15)

Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXXEXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile fax to 000400-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphto the Certificate Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.)

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-Cibx)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator Paying Agent shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator Paying Agent shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB X to the Depositor and the Certificate Administrator Paying Agent and approved by the Depositor, and the Certificate Administrator Paying Agent will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D DisclosureDisclosure (other than Additional Form 10-D Disclosure required to be reported by it as set forth herein), absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB X hereto, within five (5) 5 calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB X hereto shall be required to provide to the Certificate Administrator Paying Agent and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledge, in XXXXXEDGAR-Compatible Formatcompatible format (to the extent available to such party in such fxxxxx), or in such other format as otherwise agreed upon by the Certificate AdministratorPaying Agent, the Depositor and such providing parties, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Exhibit X applicable to such party, (ii) the parties listed on Exhibit BB X hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE AA and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator The Paying Agent has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB X of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Trustee or Certificate Administrator Paying Agent in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (the “10-D Filing Deadline”) (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any necessary disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XI and directed to the Depositor and the Certificate Administrator and approved for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XI) absent such reporting, direction and approval. Each Form 10-D shall include, without limitation, for any Distribution Date Statement distributed after December 31, 2011, to the extent such information is provided to the Certificate Administrator by the Depositor for inclusion therein (i) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and each Seller, if applicable, and the Commission assigned “Central Index Key” number for each such filer. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XI shall be required to provide to the Depositor and the Certificate Administrator (or, with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor and the Depositor (and trustee in the case of any Servicing Function Participant, with a copy to the Master Servicersuch Other Securitization), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in known by such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing partiesperson, the form and substance of any the corresponding Additional Form 10-D DisclosureDisclosure set forth on Schedule XI, if applicable, (ii) and in a form readily convertible to an EXXXX-compatible format, or in such other form as otherwise agreed by the parties listed Depositor, the Certificate Administrator and such party. Each Person set forth on Exhibit BB Schedule XI hereto shall include with such Additional Form 10-D Disclosure, Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) Schedule XIV. The Certificate Administrator shall provide prompt notice to the Depositor shall approve(or, as with respect to form and substance, or disapprove, as the case may bea Serviced Companion Loan deposited into an Other Securitization, the inclusion depositor and the trustee in such Other Securitization) to the extent the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the from such party. The Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XI of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the 2nd calendar day after such 5th calendar day after the related Distribution Date, the Certificate Administrator shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to (000) 000-0000 and by email to cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. On or prior to the end of business on the 11th calendar day (or, if such day is not a Business Day, the immediately preceding Business Day) after the related Distribution Date the Certificate Administrator shall include in any prepare and deliver electronically the Form 10-D filed by it to the Depositor for review. No later than the end of business on the 12th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (i) the information required by Rule 15Ga-1(awhich may be furnished electronically) of any changes to such Form 10-D. No later than the Exchange Act concerning all assets end of business on the Trust that were subject 13th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of a demand for its approval of such Form 10-D, and shall sign the repurchase of, Form 10-D and return an electronic or the substitution fax copy of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated such signed Form 10-D (with an original executed hard copy to follow by Section 2.03(bovernight mail) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphCertificate Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents instructs the Certificate Administrator, with respect to each Form 10-D, to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the end of business on the 5th calendar day after the related Distribution Date with respect to the filing of a report on Date. The Certificate Administrator shall (a) file such Form 10-D not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (b) use commercially reasonable best efforts to file such Form 10-D, if the answer Certificate Administrator received the signed Form 10-D after the signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date; provided that if the Certificate Administrator cannot file the Form 10-D prior to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt deadline set forth in the futureimmediately preceding clause (b), the Certificate Administrator shall include as part of any applicable file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 13.8(b). After filing with the Commission, the Certificate Administrator shall promptly, pursuant to Section 5.4, make available on its internet website a final executed copy of each Form 10-D prepared and filed by it the Certificate Administrator. The parties to this Agreement acknowledge (Aand each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the amount performance by the Certificate Administrator of any its duties under this Section 13.4 related to the timely preparation and filing of Form 10-D is contingent upon such Additional Debt or mezzanine debtparties (and, as to the extent applicable, that is incurred during any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the related Due Periodperformance of their duties under this Section 13.4. The Certificate Administrator shall have no liability for any loss, (B) expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution or file such Form 10-D where such failure results from the total debt service coverage ratio calculated 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. Any notices or draft Form 10-D delivered to the basis of Depositor pursuant to this Section 13.4 shall be delivered by email to cxxx_xxxxxxx@xxxxxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) Depositor to the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicableother parties in writing.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2011-C3), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2011-C3)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (the “10-D Filing Deadline”) (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange ActAct and as approved by the Depositor. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any necessary disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XI and directed to the Depositor and the Certificate Administrator and approved for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XI) absent such reporting, direction and approval. The Certificate Administrator shall include in any Form 10-D filed by it, without limitation, to the extent such information is provided to the Certificate Administrator by the Depositor for inclusion therein, (i) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and each Seller, if applicable, and the Commission assigned “Central Index Key” number for each such filer. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as of which such information is presented) in accordance with applicable laws and regulations. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XI shall be required to provide to the Depositor and the Certificate Administrator (or, with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor and the Depositor (and trustee in the case of any Servicing Function Participant, with a copy to the Master Servicersuch Other Securitization), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in known by such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing partiesperson, the form and substance of any the corresponding Additional Form 10-D DisclosureDisclosure set forth on Schedule XI, if applicable, (ii) and in a form readily convertible to an EXXXX-compatible format, or in such other form as otherwise agreed by the parties listed Depositor, the Certificate Administrator and such party. Each Person set forth on Exhibit BB Schedule XI hereto shall include with such Additional Form 10-D Disclosure, Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) Schedule XIV. The Certificate Administrator shall provide prompt notice to the Depositor shall approve(or, as with respect to form and substance, or disapprove, as the case may bea Serviced Companion Loan deposited into an Other Securitization, the inclusion depositor and the trustee in such Other Securitization) to the extent the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the from such party. The Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XI of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the 2nd calendar day after such 5th calendar day after the related Distribution Date, the Certificate Administrator shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to (000) 000-0000 and by email to cxxxxxxxxxxxxxxx@xxxxxx.xxx, or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. On or prior to the end of business on the 11th calendar day (or, if such day is not a Business Day, the immediately preceding Business Day) after the related Distribution Date the Certificate Administrator shall include in any prepare and deliver electronically the Form 10-D filed by it to the Depositor for review. No later than the end of business on the 12th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (i) the information required by Rule 15Ga-1(awhich may be furnished electronically) of any changes to such Form 10-D. No later than the Exchange Act concerning all assets end of business on the Trust that were subject 13th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of a demand for its approval of such Form 10-D, and shall sign the repurchase of, Form 10-D and return an electronic or the substitution fax copy of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated such signed Form 10-D (with an original executed hard copy to follow by Section 2.03(bovernight mail) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphCertificate Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents instructs the Certificate Administrator, with respect to each Form 10-D, to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the end of business on the 5th calendar day after the related Distribution Date with respect to the filing of a report on Date. The Certificate Administrator shall (a) file such Form 10-D not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (b) use commercially reasonable best efforts to file such Form 10-D, if the answer Certificate Administrator received the signed Form 10-D after the signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date; provided that if the Certificate Administrator cannot file the Form 10-D prior to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt deadline set forth in the futureimmediately preceding clause (b), the Certificate Administrator shall include as part of any applicable file such Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, soon as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.possible

Appears in 2 contracts

Samples: Distribution Instructions (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5), Distribution Instructions (Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator Trustee shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator Trustee shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, shall pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule IX to the Depositor and the Certificate Administrator Trustee and approved by the Depositor, and the Certificate Administrator Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval; provided, however, the Trustee shall promptly notify the Depositor of any such report that it receives. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB Schedule IX hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule IX hereto shall be required to provide to the Certificate Administrator Trustee and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, responsible officer has actual knowledgeknowledge thereof, in XXXXX-Compatible Formatcompatible format, or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule IX hereto applicable to such party, (ii) the parties listed on Exhibit BB Schedule IX hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE Schedule XII and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the The Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule IX hereto of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.), Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the "Additional Designated Information"). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXX-Compatible Format, compatible form or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Additional Form 10-D Disclosure on Form 10-D. Information delivered Depositor's expense. At the reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (XXXXX.Xxxxxxxxxxxxx@xx.xxx) or mezzanine debt, as applicable, that is incurred during facsimile no later than the related Due Period, (B) the total debt service coverage ratio calculated on the basis Business Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A14cb), Pooling and Servicing Agreement (IndyMac INDA Mortgage Loan Trust 2006-Ar1)

Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXXEXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided, that information relating to any REO Account to be reported under “Item 8: Other Information” on Schedule BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000400-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and ), (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filerfiler and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time period specified in Section 11.04 hereof) and the Certificate Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. .. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator Paying Agent shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator Paying Agent shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator Paying Agent and approved by the Depositor, and the Certificate Administrator Paying Agent will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) 5 calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator Paying Agent and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible FormatEXXXX compatible format, or in such other format as otherwise agreed upon by the Certificate AdministratorPaying Agent, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator Paying Agent hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile fax to 000400-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator Paying Agent has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator Paying Agent in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator Paying Agent shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan SellersSeller, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphto the Paying Agent. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator Paying Agent that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator Paying Agent in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator Paying Agent shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be reported by the parties set forth on Exhibit BB V to this Agreement to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto V to this Agreement, shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof, (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, be or any lawyer in XXXXXthe in-Compatible Formathouse legal department of such party) in EXXXX- compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor and such providing parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto V to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall use its commercially reasonable efforts to cause each Sub-Servicer or Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE X to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB V to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b2.03(a) and of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Sellers, if applicable, Seller and the SECCommission’s assigned “Central Index Key” for each such filer. The Depositor and the , which information each Mortgage Loan Sellers, in accordance with Seller is required to deliver to the Certificate Administrator pursuant to Section 6(b6(i) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2011-Gc5), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2011-Gc5)

Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange ActAct and until a Form 15 is filed pursuant to Section 13.05), the Certificate Securities Administrator shall prepare and file with the Commission, and the Master Servicer shall sign on behalf of the Trust Depositor any distribution report on Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Securities Administrator shall file each Form 10-D with a copy of the related Monthly Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders monthly statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approvalexcept as set forth in this Section 13.03. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as As set forth on Exhibit BB N hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto the GSAA Home Equity Trust 2007-7 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledgeknown, in XXXXX-Compatible Formatcompatible form, or in such other format form as otherwise agreed upon by the Certificate Administrator, the Depositor Securities Administrator and such providing partiesparty, the form and substance of any Additional Form 10-D Disclosure, if applicable, applicable and (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will shall be responsible for any reasonable fees and expenses assessed or incurred by the Trustee or Certificate Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphSection 13.03. The Certificate After preparing the Form 10-D, the Securities Administrator shall include in any forward electronically a draft copy of the Form 10-D filed by it to the Depositor for review. No later than two (i2) Business Days following the information required by Rule 15Ga-1(atenth (10th) calendar day after the related Distribution Date, a duly authorized representative of the Exchange Act concerning all assets of Master Servicer shall sign the Trust that were subject of Form 10-D and return such signed Form 10-D to the Securities Administrator and Depositor, and no later than 5:30 p.m. New York City time on the fifteenth (15th) calendar day after such Distribution Date the Securities Administrator shall file such Form 10-D with the Commission. If a demand for Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the repurchase ofSecurities Administrator will follow the procedures set forth in Section 13.01. Promptly (but no later than one (1) Business Day) after filing with the Commission, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and Securities Administrator will make available on its internet website (iilocated at xxx.xxxxxxx.xxx) a reference final executed copy of each Form 10-D prepared by the Securities Administrator. The signing party at the Master Servicer can be contacted at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000, Attention: Client Manager, GSAA 2007-7, by e-mail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile (000) 000-0000. Each party to this Agreement acknowledges that the performance by the Securities Administrator of its duties under this Section 13.03 related to the most recent timely preparation and filing of Form ABS-15G filed by 10-D is contingent upon such parties strictly observing all applicable deadlines in the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filerperformance of their duties under this Section 13.03. The Depositor and 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 and/or timely file such Form 10-D, where such failure results from the Mortgage Loan SellersSecurities Administrator’s inability or failure to receive on a timely basis, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreementany information from any other party hereto needed to prepare, shall deliver arrange for execution or file such information as described in clause (i) and clause (ii) of this paragraphForm 10-D, not resulting from its own negligence, bad faith or willful misconduct. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Securities Administrator in writing, no later than the 5th fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” ”. The Certificate Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

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)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the “Additional Designated Information”). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXXEXXXX-Compatible Format, compatible form or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor’s expense, and any necessary conversion to EXXXX-compatible format will be at the Additional Form 10-D Disclosure on Form 10-D. Information delivered Depositor’s expense. At the reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. 104 The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx) or mezzanine debt, as applicable, that is incurred during facsimile no later than the related Due Period, (B) the total debt service coverage ratio calculated on the basis Business Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Ar15), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Ar13)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the Master Servicer or Special Servicer, as applicable) (and to any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXX-Compatible FormatEXXXX compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filerfiler and (iii) an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysAdministrator. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator and the Depositor shall be entitled together to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in determine the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis manner of the Mortgage Loan presentation of such information (including the dates as of which information is presented) in accordance with applicable laws and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicableregulations.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator Paying Agent shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator Paying Agent shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB Y to the Depositor and the Certificate Administrator Paying Agent and approved by the Depositor, and the Certificate Administrator Paying Agent will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB Y hereto, within five (5) 5 calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator Paying Agent and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledgeknown by such applicable parties, in XXXXX-Compatible FormatEDGAR compatible format, or in such other format as otherwise agreed upon by upxx xx the Certificate AdministratorPaying Agent, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB Y hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE BB and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator Paying Agent has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Y of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable out-of-pocket expenses incurred by the Trustee or Certificate Administrator Paying Agent in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc15), Pooling and Servicing Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc14)

Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible FormatEXXXX compatible format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile fax to 000400-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphto the Certificate Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2012-C6)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator Trustee shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator Trustee shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be reported by the parties set forth on Exhibit BB U to the Depositor and the Certificate Administrator Trustee and approved by the Depositor, and the Certificate Administrator Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U hereto, shall be required to provide to the Certificate Administrator Trustee and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof, (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, be or any lawyer in XXXXXthe in-Compatible Formathouse legal department of such party) in EXXXX-compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB U hereto shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall use its commercially reasonable efforts to cause each Sub-Servicers or Subcontractors of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE X and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the The Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (CCRE Commercial Mortgage Securities, L.P.), Pooling and Servicing Agreement (Gs Mortgage Securities Corp Ii)

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Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided, that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and ), (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filerfiler and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time period specified in Section 11.04 hereof) and the Certificate Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan (and the related Trust Companion Loan, if applicable) that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan (and the related Trust Companion Loan, if applicable) and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan (and the related Trust Companion Loan, if applicable) and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the applicable Master Servicer or applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filer, (iii) an itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates during the related Collection Period, and (iv) the balance of the Distribution Account as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C20)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator Trustee shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator Trustee shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the following paragraph paragraph, be reported by the parties set forth on Exhibit BB P to the Depositor and the Certificate Administrator Trustee and approved by the Depositor, and the Certificate Administrator Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) 5 calendar days after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto P hereto, shall be required to provide to the Certificate Administrator Trustee and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, responsible officer thereof has actual knowledgeknowledge thereof, in XXXXXEDGAR-Compatible Formatcompatible format (to the extent available to such party in sucx xxxmat), or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB P hereto shall include with such Additional Form 10-D DisclosureDisclosure as set forth on Exhibit P, an Additional Disclosure Notification in the form attached hereto as Exhibit EE S and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the The Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB P of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (CWCapital Commercial Funding Corp.), Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the applicable Master Servicer or applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXX-Compatible FormatXXXXX compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(c). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filerfiler and (iii) an itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates during the related Collection Period. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act)[, the Certificate Administrator Administrator] shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be reported by the parties set forth on Exhibit BB V to this Agreement to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto V to this Agreement, shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof, (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, be or any lawyer in the in-house legal department of such party) in XXXXX-Compatible Formatcompatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor and such providing parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto V to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall use its commercially reasonable efforts to cause each Sub-Servicers or Subcontractors of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE X to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB V to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (RBS Commercial Funding Inc.), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the "Additional Designated Information"). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXXEDGAR-Compatible Format, compatible form or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee axx xxe Depositor or the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor's expense, and any necessary conversion to EDGAR-compatible format will be at the Additional Form 10-D Disclosure on Form 10-D. Information delivered Depositor's expense. At the xxxxonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. Except with respect to the Form 10-D to be filed following the first Distribution Date, the Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail or mezzanine debt, as applicable, that is incurred during facsimile no later than the related Due Period, (B) the total debt service coverage ratio calculated on the basis Business Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A1), Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A1)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the applicable Master Servicer or applicable Special Servicer, as applicable) (and to any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filerfiler and (iii) an itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates during the related Collection Period. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16)

Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided, that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and ), (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filerfiler and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time period specified in Section 11.04 hereof) and the Certificate Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C21), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2014-C20)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, as set forth within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator Administrator, the Depositor, and each Other Exchange Act Reporting Party and Other Depositor to which the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, be or any lawyer in XXXXXthe in-Compatible Formathouse legal department of such party) in EXXXX-compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such providing Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b2.03(a) and of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Sellers, if applicable, Seller and the SECCommission’s assigned “Central Index Key” for each such filer. The Depositor and the , which information each Mortgage Loan Sellers, in accordance with Seller is required to deliver to the Certificate Administrator pursuant to Section 6(b6(i) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2014-Gc21), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc20)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator Trustee shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator Trustee shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, shall pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule IX to the Depositor and the Certificate Administrator Trustee and approved by the Depositor, and the Certificate Administrator Trustee will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval; provided, however, the Trustee shall promptly notify the Depositor of any such report that it receives. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB Schedule IX hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule IX hereto shall be required to provide to the Certificate Administrator Trustee and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, responsible officer has actual knowledgeknowledge thereof, in XXXXXEDGAR-Compatible Formatcompatible format, or in such other format as otherwise agreed upon by upxx xx the Certificate Administrator, Trustee and the Depositor and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule IX hereto applicable to such party, (ii) the parties listed on Exhibit BB Schedule IX hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE Schedule XII and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the The Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule IX hereto of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-2), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-3)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the Master Servicer or Special Servicer, as applicable), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXX-Compatible FormatXXXXX compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.15, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.06 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.06. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and Loan, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filerfiler and (iii) an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period. The Depositor and the each Mortgage Loan SellersSeller, in accordance with Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided, however, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C6), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C6)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, be or any lawyer in the in-house legal department of such party) in XXXXX-Compatible Formatcompatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor and such providing parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b2.03(a) and of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Sellers, if applicable, Seller and the SECCommission’s assigned “Central Index Key” for each such filer. The Depositor and the , which information each Mortgage Loan Sellers, in accordance with Seller is required to deliver to the Certificate Administrator pursuant to Section 6(b6(i) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj9), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj9)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and Depositor, the Certificate Administrator to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator and Administrator, the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, be or any lawyer in XXXXXthe in-Compatible Formathouse legal department of such party) in EXXXX-compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor Depositor, and such providing parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b2.03(a) and of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the SEC’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Sellers, if applicable, Seller and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the , which information each Mortgage Loan Sellers, in accordance with Seller is required to deliver to the Certificate Administrator pursuant to Section 6(b6(i) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the Master Servicer or Special Servicer, as applicable), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXX-Compatible FormatXXXXX compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.16, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.06 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.06. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the each Mortgage Loan SellersSeller, in accordance with Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphto the Certificate Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided, however, that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2011-C5), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2011-C5)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the "Additional Designated Information"). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by shall specify the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Item on Form 10-D Disclosureto which such information is responsive and, if applicablewith respect to any Exhibit to be filed on Form 10-D, (ii) the parties listed Exhibit number. Any information to be filed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification shall be delivered to the Trustee in EDGAR-compatible form or as otherwixx xxreed upon by the form attached hereto as Exhibit EE Trustee and (iii) the Depositor shall approve, as to form and substance, or disapprovethe Servicer, as the case may be, at the inclusion of Depositor's expense, and any necessary conversion to EDGAR-compatible format will be at xxx Xepositor's expense. At the Additional Form 10-D Disclosure on Form 10-D. Information delivered reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (DBSEC.Notifications@db.com) or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis facsxxxxx xx xxxxx xxxx xxx Xxsiness Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Ar5), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Flx6)

Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided, that information relating to any REO Account to be reported under “Item 8: Other Information” on Schedule BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the reporting of account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and ), (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filerfiler and (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time period specified in Section 11.04 hereof) and the Certificate Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C18), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C17)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (the “10-D Filing Deadline”) (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange ActAct and as approved by the Depositor. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any necessary disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XI and directed to the Depositor and the Certificate Administrator and approved for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XI) absent such reporting, direction and approval. The Certificate Administrator shall include in any Form 10-D filed by it, without limitation, to the extent such information is provided to the Certificate Administrator by the Depositor for inclusion therein, (i) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and each Seller, if applicable, and the Commission assigned “Central Index Key” number for each such filer. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as of which such information is presented) in accordance with applicable laws and regulations. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XI shall be required to provide to the Depositor and the Certificate Administrator (or, with respect to any Serviced Companion Loan that is deposited into an Other Securitization, the depositor and the Depositor (and trustee in the case of any Servicing Function Participant, with a copy to the Master Servicersuch Other Securitization), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in known by such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing partiesperson, the form and substance of any the corresponding Additional Form 10-D DisclosureDisclosure set forth on Schedule XI, if applicable, (ii) and in a form readily convertible to an XXXXX-compatible format, or in such other form as otherwise agreed by the parties listed Depositor, the Certificate Administrator and such party. Each Person set forth on Exhibit BB Schedule XI hereto shall include with such Additional Form 10-D Disclosure, Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) Schedule XIV. The Certificate Administrator shall provide prompt notice to the Depositor shall approve(or, as with respect to form and substance, or disapprove, as the case may bea Serviced Companion Loan deposited into an Other Securitization, the inclusion depositor and the trustee in such Other Securitization) to the extent the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the from such party. The Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XI of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the 2nd calendar day after such 5th calendar day after the related Distribution Date, the Certificate Administrator shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Any notice delivered to the Certificate Administrator pursuant to this paragraph shall be delivered by facsimile to (000) 000-0000 and by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Certificate Administrator to the other parties in writing. On or prior to the end of business on the 11th calendar day (or, if such day is not a Business Day, the immediately preceding Business Day) after the related Distribution Date the Certificate Administrator shall include in any prepare and deliver electronically the Form 10-D filed by it to the Depositor for review. No later than the end of business on the 12th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (i) the information required by Rule 15Ga-1(awhich may be furnished electronically) of any changes to such Form 10-D. No later than the Exchange Act concerning all assets end of business on the Trust that were subject 13th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of a demand for its approval of such Form 10-D, and shall sign the repurchase of, Form 10-D and return an electronic or the substitution fax copy of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated such signed Form 10-D (with an original executed hard copy to follow by Section 2.03(bovernight mail) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphCertificate Administrator. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents instructs the Certificate Administrator, with respect to each Form 10-D, to check “yes” for each item unless the Certificate Administrator has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which notice shall be delivered to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the end of business on the 5th calendar day after the related Distribution Date with respect to the filing of a report on Date. The Certificate Administrator shall (a) file such Form 10-D not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (b) use commercially reasonable best efforts to file such Form 10-D, if the answer Certificate Administrator received the signed Form 10-D after the signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date; provided that if the Certificate Administrator cannot file the Form 10-D prior to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt deadline set forth in the futureimmediately preceding clause (b), the Certificate Administrator shall include as part of any applicable file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot be filed by it (A) on time or if a previously filed Form 10-D needs to be amended, the amount of any such Additional Debt or mezzanine debtCertificate Administrator will follow the procedures set forth in Section 13.8(b). After filing with the Commission, as applicablethe Certificate Administrator shall promptly, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.pursuant to

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (the "10-D Filing Deadline") (subject to permitted extensions under the Exchange Act), the Certificate Administrator Paying Agent shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator Paying Agent shall file each Form 10-D with a copy of the related Statement to Certificateholders Monthly Certificateholder's Report attached thereto. Any necessary disclosure in addition to the Statement to Certificateholders Monthly Certificateholder's Report that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XV and directed to the Depositor and the Certificate Administrator and approved Paying Agent for approval by the Depositor, and the Certificate Administrator . The Paying Agent will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XV) absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) 5 calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XV shall be required to provide to the Certificate Administrator Depositor and the Depositor Paying Agent (and in the case of any Servicing Function Participantor, with a copy respect to any Serviced Companion Mortgage Loan that is deposited into an Other Securitization, the Master Servicerdepositor and the trustee in such Other Securitization), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in known by such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing partiesperson, the form and substance of any the corresponding Additional Form 10-D DisclosureDisclosure set forth on Schedule XV, if applicable, (ii) and in a form readily convertible to an XXXXX-compatible format, or in such other form as otherwise agreed by the parties listed Depositor, the Paying Agent and such party. Each Person set forth on Exhibit BB Schedule XV hereto shall include with such Additional Form 10-D Disclosure, Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) Schedule XVIII. The Paying Agent shall provide prompt notice to the Depositor shall approve(or, as with respect to form and substance, or disapprove, as the case may bea Serviced Companion Mortgage Loan deposited into an Other Securitization, the inclusion depositor and the trustee in such Other Securitization) to the extent the Paying Agent is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notificationsfrom such party. Neither the Trustee nor the Certificate Administrator has any The Paying Agent shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XV of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the 2nd calendar day after such 5th calendar day after the related Distribution Date, the Paying Agent shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator Paying Agent in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator Any notice delivered to the Paying Agent pursuant to this paragraph shall include be delivered by facsimile to (000) 000-0000 and by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Paying Agent to the other parties in any writing. On or prior to the end of business on the 11th calendar day (or, if such day is not a Business Day, the immediately preceding Business Day) after the related Distribution Date the Paying Agent shall prepare and deliver electronically the Form 10-D filed by it to the Depositor for review. No later than the end of business on the 12th calendar day after the related Distribution Date, the Depositor shall notify the Paying Agent in writing (i) the information required by Rule 15Ga-1(awhich may be furnished electronically) of any changes to such Form 10-D. No later than the Exchange Act concerning all assets end of business on the Trust that were subject 13th calendar day after the related Distribution Date, the Depositor shall notify the Paying Agent in writing (which may be furnished electronically) of a demand for its approval of such Form 10-D, and shall sign the repurchase of, Form 10-D and return an electronic or the substitution fax copy of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated such signed Form 10-D (with an original executed hard copy to follow by Section 2.03(bovernight mail) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphPaying Agent. Form 10-D requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days." The Depositor hereby represents instructs the Paying Agent, with respect to each Form 10-D, to check "yes" for each item unless the Paying Agent has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be "no" for an item which notice shall be delivered to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, Paying Agent no later than the end of business on the 5th calendar day after the related Distribution Date with respect to the filing of a report on Date. The Paying Agent shall (a) file such Form 10-D not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (b) use commercially reasonable best efforts to file such Form 10-D, if the answer to Paying Agent received the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable signed Form 10-D after the signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date; provided that if the Paying Agent cannot file the Form 10-D prior to the deadline set forth in the immediately preceding clause (b), the Paying Agent shall file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Paying Agent will follow the procedures set forth in Section 13.8(b). After filing with the Commission, the Paying Agent shall promptly, pursuant to Section 5.4, make available on its internet website a final executed copy of each Form 10-D prepared and filed by it the Paying Agent. The parties to this Agreement acknowledge (Aand each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the amount performance by the Paying Agent of any its duties under this Section 13.4 related to the timely preparation and filing of Form 10-D is contingent upon such Additional Debt or mezzanine debtparties (and, as to the extent applicable, that is incurred during any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the related Due Periodperformance of their duties under this Section 13.4. The Paying Agent shall have no liability for any loss, (B) expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution or file such Form 10-D where such failure results from the total debt service coverage ratio calculated Paying Agent's inability or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. Any notices or draft Form 10-D delivered to the basis of Depositor pursuant to this Section 13.4 shall be delivered by email to xx_xxxx_xxxxxxx@xxxxxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) Depositor to the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicableother parties in writing.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Hq13)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator Trustee shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, Act and the rules and regulations of the Commission thereunder in form and substance as required by the Exchange ActAct and the rules and regulations of the Commission thereunder. The Certificate Administrator Trustee shall file each Form 10-D D, pursuant to the paragraph immediately succeeding, with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the following paragraph immediately succeeding, (and to the extent not otherwise reported pursuant to any other provision of this Agreement) be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator V and approved or disapproved, as the case may be, as to form and substance, by the Depositor, and the Certificate Administrator will . The Trustee shall have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D DisclosureDisclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Exhibit V), absent such reporting, direction reporting and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) 5 calendar days after the related Distribution Date, (i) certain parties to this Agreement identified each party listed on Exhibit BB V hereto shall be required to provide to the Certificate Administrator Trustee and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, any lawyer in the in-house legal department or a senior manager of such party), in XXXXXEDGAR-Compatible Formatcompatible format, or in such other format as otherwise agreed upon xxxx by the Certificate AdministratorTrustee, the Depositor and such providing partiesparty, the form and substance of any Additional Form 10-D Disclosure, if applicableDisclosure described on Exhibit V applicable to such party, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification substantially in the form attached hereto as Exhibit EE Y and (iii) the Trustee shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Trustee is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 5th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the The Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator After preparing the Form 10-D, the Trustee shall include in any forward electronically a draft copy of the Form 10-D filed to the Depositor for review and approval; provided that the Trustee shall use its reasonable best efforts to provide such copy to the Depositor by it the 3rd calendar day prior to the 15th calendar day after the related Distribution Date, but in no event earlier than 24 hours after receipt of direction from the Depositor regarding the inclusion of any Additional Form 10-D Disclosure pursuant to the preceding paragraph. Within two Business Days after receipt of such copy, but no later than the 12th calendar day after the Distribution Date, the Depositor shall notify the Trustee in writing (i) the information required by Rule 15Ga-1(awhich may be furnished electronically) of the Exchange Act concerning all assets any changes to or approval of such Form 10-D and, a duly authorized representative of the Trust that were subject Depositor shall sign the Form 10-D and return an electronic or fax copy of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated such signed Form 10-D (with an original executed hard copy to follow by Section 2.03(bovernight mail) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphTrustee. Form 10-D requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” ". The Depositor hereby represents instructs the Trustee, with respect to each Form 10-D, to check "yes" for each item unless the Certificate Administrator Trustee has received timely prior written notice from the Depositor that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement answer should be "no" for the past ninety (90) daysan item. The Depositor Trustee shall notify the Certificate Administrator file such Form 10-D, upon signature thereof as provided in writingSection 12.16, no not later than (i) 5:30 pm (New York City time) on the 5th 15th calendar day after the related Distribution Date with respect to or (ii) such other time as the Depositor and the Trustee mutually agree is permitted by the Commission for the filing of such Form 10-D. If a report on Form 10-D cannot be filed on time or if the answer a previously filed Form 10-D needs to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the futureamended, the Certificate Administrator shall include as part Trustee will follow the procedures set forth in Section 12.10(b). Promptly, but no later than one Business Day after filing with the Commission, the Trustee shall, pursuant to Section 4.02(a), make available on its internet website a final executed copy of any applicable each Form 10-D filed by it (A) the amount Trustee. The parties to this Agreement acknowledge that the performance by the Trustee of its duties under this Section 12.06 related to the timely preparation and filing of Form 10-D is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 12.06. The Trustee shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or file such Additional Debt Form 10-D where such failure results from the Trustee's inability or mezzanine debtfailure to receive on a timely basis any information from any other party hereto needed to prepare, as applicablearrange for execution or file such Form 10-D, that is incurred during the related Due Periodnot resulting from its own negligence, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt bad faith or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewillful misconduct.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Credit Suisse Commercial Mortgage Trust Series 2006-C2)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (the "10-D Filing Deadline") (subject to permitted extensions under the Exchange Act), the Certificate Administrator Paying Agent shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator Paying Agent shall file each Form 10-D with a copy of the related Statement to Certificateholders Monthly Certificateholder's Report attached thereto. Any necessary disclosure in addition to the Statement to Certificateholders Monthly Certificateholder's Report that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XV and directed to the Depositor and the Certificate Administrator and approved Paying Agent for approval by the Depositor, and the Certificate Administrator . The Paying Agent will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XV) absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) 5 calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XV shall be required to provide to the Certificate Administrator Depositor and the Depositor Paying Agent (and in the case of any Servicing Function Participantor, with a copy respect to any Serviced Companion Mortgage Loan that is deposited into an Other Securitization, the Master Servicerdepositor and the trustee in such Other Securitization), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in known by such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing partiesperson, the form and substance of any the corresponding Additional Form 10-D DisclosureDisclosure set forth on Schedule XV, if applicable, (ii) and in a form readily convertible to an EXXXX-compatible format, or in such other form as otherwise agreed by the parties listed Depositor, the Paying Agent and such party. Each Person set forth on Exhibit BB Schedule XV hereto shall include with such Additional Form 10-D Disclosure, Disclosure an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) Schedule XVIII. The Paying Agent shall provide prompt notice to the Depositor shall approve(or, as with respect to form and substance, or disapprove, as the case may bea Serviced Companion Loan deposited into an Other Securitization, the inclusion depositor and the trustee in such Other Securitization) to the extent the Paying Agent is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notificationsfrom such party. Neither the Trustee nor the Certificate Administrator has any The Paying Agent shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XV of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the 2nd calendar day after such 5th calendar day after the related Distribution Date, the Paying Agent shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator Paying Agent in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator Any notice delivered to the Paying Agent pursuant to this paragraph shall include be delivered by facsimile to (410) 715-2380 and by email to cxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Paying Agent to the other parties in any writing. On or prior to the end of business on the 11th calendar day (or, if such day is not a Business Day, the immediately preceding Business Day) after the related Distribution Date the Paying Agent shall prepare and deliver electronically the Form 10-D filed by it to the Depositor for review. No later than the end of business on the 12th calendar day after the related Distribution Date, the Depositor shall notify the Paying Agent in writing (i) the information required by Rule 15Ga-1(awhich may be furnished electronically) of any changes to such Form 10-D. No later than the Exchange Act concerning all assets end of business on the Trust that were subject 13th calendar day after the related Distribution Date, the Depositor shall notify the Paying Agent in writing (which may be furnished electronically) of a demand for its approval of such Form 10-D, and shall sign the repurchase of, Form 10-D and return an electronic or the substitution fax copy of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated such signed Form 10-D (with an original executed hard copy to follow by Section 2.03(bovernight mail) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraphPaying Agent. Form 10-D requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days." The Depositor hereby represents instructs the Paying Agent, with respect to each Form 10-D, to check "yes" for each item unless the Paying Agent has received prior written notice (which may be furnished electronically) from the Depositor that the answer should be "no" for an item which notice shall be delivered to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, Paying Agent no later than the 5th end of business on the 13th calendar day after the related Distribution Date. The Paying Agent shall (a) file such Form 10-D not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date with respect or (b) use commercially reasonable best efforts to file such Form 10-D, if the filing of a report on Paying Agent received the signed Form 10-D after the signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date; provided that if the answer to Paying Agent cannot file the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D prior to the deadline set forth in the immediately preceding clause (b), the Paying Agent shall file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Paying Agent will follow the procedures set forth in Section 13.8(b). After filing with the Commission, the Paying Agent shall promptly, pursuant to Section 5.4, make available on its internet website a final executed copy of each Form 10-D prepared and filed by it the Paying Agent. The parties to this Agreement acknowledge (Aand each Additional Servicer and each Servicing Function Participant shall be required to acknowledge) that the amount performance by the Paying Agent of any its duties under this Section 13.4 related to the timely preparation and filing of Form 10-D is contingent upon such Additional Debt or mezzanine debtparties (and, as to the extent applicable, that is incurred during any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the related Due Periodperformance of their duties under this Section 13.4. The Paying Agent shall have no liability for any loss, (B) expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution or file such Form 10-D where such failure results from the total debt service coverage ratio calculated Paying Agent's inability or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct. Any notices or draft Form 10-D delivered to the basis of Depositor pursuant to this Section 13.4 shall be delivered by email to mx_xxxx_xxxxxxx@xxxxxxxxxxxxx.xxx, or such other address as may hereafter be furnished by the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) Depositor to the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicableother parties in writing.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Top25)

Form 10-D Filings. (a) Within In accordance with the Exchange Act, the Securities Administrator shall prepare for filing and file within fifteen (15) days after each Distribution Date commencing February 2006 (subject to permitted extensions under the Exchange Act)Act and until a Form 15 is filed pursuant to Section 13.06) with the Commission with respect to the Trust Fund, a Form 10-D with copies of the Monthly Statement and, to the extent delivered to the Securities Administrator, no later than ten (10) days following the Distribution Date, such other information identified by the Depositor, to be filed with the Commission (such other information, the Certificate "Additional Designated Information"). If the Depositor directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor shall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Securities Administrator in EDGAR-compatible form or as otherxxxx agreed upon by the Securities Administrator and the Depositor at the Depositor's expense, and any necessary conversion to EDGAR-compatible format will be ax xxx Depositor's expense. Upon completion of each 10-D 116 filing by the Securities Administrator, such 10-D filing shall be submitted to the Depositor for approval. Upon receipt of written notice via electronic mail to absfs@jpmorgan.com, from the Depoxxxxx xxxx xxx 00-D has been approved, the Securities Administrator shall attach to such 10-D the signature page of the Depositor which has been previously delivered by the Depositor to the Securities Administrator and submit such 10-D for filing with the Commission. At the reasonable request of, and in accordance with the reasonable directions of, the Depositor, the Securities Administrator shall prepare for filing and file an amendment to any Form 10-D previously filed with the Commission with respect to the Trust Fund. The Depositor shall sign the Form 10-D filed on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) daysFund.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 1 contract

Samples: Servicing Agreement (GSAA Home Equity Trust 2006-3)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, the Indenture Trustee shall prepare for filing and file within 15 days after each Distribution Payment Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Monthly Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)and, to the extent a Regulation AB Servicing Officer delivered to the Indenture Trustee, no later than 10 days following the Payment Date, such other information identified by the Depositor or Responsible Officerthe Master Servicer, in writing, to be filed with the Commission (such other information, the "Additional Designated Information"). If the Depositor or Master Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Master Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Indenture Trustee in XXXXX-Compatible Format, compatible form or in such other format as otherwise agreed upon by the Certificate Administrator, Indenture Trustee and the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveMaster Servicer, as the case may be, at the inclusion Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Depositor's expense. At the reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Master Servicer, subject to the two preceding sentences, the Indenture Trustee shall prepare for filing and file an amendment to any Form 10-D previously filed with the Commission with respect to the Trust. The Master Servicer shall sign the Form 10-D filed on behalf of the Additional Trust. No later than each Payment Date, each of the Master Servicer, the Indenture Trustee and the Co-Indenture Trustee shall notify (and the Master Servicer shall cause any subservicer to notify) the Depositor and the Master Servicer of any Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000Item, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has together with a description of any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure informationItem in form and substance reasonably acceptable to the Depositor. In addition to the information as the Master Servicer and the Indenture Trustee are obligated to provide pursuant to other provisions of this Agreement, if so requested by the Depositor, each of the Master Servicer and the Indenture Trustee shall provide such information that is available to the Master Servicer and the Indenture Trustee, as applicable, without unreasonable effort or expense regarding the performance or servicing of the Mortgage Loans (in the case of the Indenture Trustee, based on the information provided by the Master Servicer) as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. This information shall be provided concurrently with the [Remittance] Reports in the case of the Master Servicer and the Monthly Statement in the case of the Indenture Trustee, commencing with the first report due not less than five Business Days following such request. The Indenture Trustee will not have any responsibility to file any items (other than those generated by it) that have not been received in a format suitable (or readily convertible into a format suitable) for electronic filing via the XXXXX system and shall not have any responsibility to convert any such items to such format (other than those items generated by it or that are readily convertible to such format). The Indenture Trustee shall have no liability to the Noteholders, the Certificateholders, the Trust, the Master Servicer, the Depositor will be responsible for or the Credit Enhancer with respect to any reasonable expenses incurred by the Trustee failure to properly prepare or Certificate Administrator in connection with including file any Additional of Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by extent that such failure is not the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part result of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt negligence, bad faith or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated willful misconduct on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicableits part.

Appears in 1 contract

Samples: Sale and Servicing Agreement (CWHEQ, Inc.)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the "Additional Designated Information"). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXXEDGAR-Compatible Format, compatible form or in such other format as otherwise agreed upon by the Certificate Administrator, Trustxx xxd the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor's expense, and any necessary conversion to EDGAR-compatible format will be at the Additional Form 10-D Disclosure on Form 10-D. Information delivered Depositor's expense. At xxx reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (DBSEC.Notifications@db.com) or mezzanine debtfacsimile no later than the Business Xxx xxxxxxxxx xxxxxxx xx the same (which, as applicableunless not received within such time frame from the Trustee, that shall be no later than two Business Days prior to the date on which the Form 10-D is incurred during the related Due Periodrequired to be filed), (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.with an original executed hard copy to follow by overnight courier. 104

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A9cb)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such 115 other information, the “Additional Designated Information”). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXXEXXXX-Compatible Format, compatible form or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor’s expense, and any necessary conversion to EXXXX-compatible format will be at the Additional Form 10-D Disclosure on Form 10-D. Information delivered Depositor’s expense. At the reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (DXXXX.Xxxxxxxxxxxxx@xx.xxx) or mezzanine debt, as applicable, that is incurred during facsimile no later than the related Due Period, (B) the total debt service coverage ratio calculated on the basis Business Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (IndyMac INDA Mortgage Loan Trust 2007-Ar9)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the “Additional Designated Information”). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXX-Compatible Format, compatible form or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor’s expense, and any necessary conversion to XXXXX-compatible format will be at the Additional Form 10-D Disclosure on Form 10-D. Information delivered Depositor’s expense. At the reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. 105 The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (XXXXX.Xxxxxxxxxxxxx@xx.xxx) or mezzanine debt, as applicable, that is incurred during facsimile no later than the related Due Period, (B) the total debt service coverage ratio calculated on the basis Business Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (IndyMac IMSC Mortgage Loan Trust 2007-Ar1)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Pari Passu Companion Loan is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the Master Servicer or the Special Servicer, as applicable) (and to any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Pari Passu Companion Loan), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SEC’s assigned “Central Index Key” for each such filer, (iii) an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period, and (iv) the balance of the Distribution Account as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the "Additional Designated Information"). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXX-Compatible Format, compatible form or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor's expense, and any 104 necessary conversion to XXXXX-compatible format will be at the Additional Form 10-D Disclosure on Form 10-D. Information delivered Depositor's expense. At the reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (XXXXX.Xxxxxxxxxxxxx@xx.xxx) or mezzanine debt, as applicable, that is incurred during facsimile no later than the related Due Period, (B) the total debt service coverage ratio calculated on the basis Business Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Ar13)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such 113 other information, the "Additional Designated Information"). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXXEDGAR-Compatible Format, compatible form or in such other format as otherwise otherxxxx agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor's expense, and any necessary conversion to EDGAR-compatible format will be ax xxx Depositor's expense. At the Additional Form 10-D Disclosure on Form 10-D. Information delivered reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (DBSEC.Notifications@db.com) or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis faxxxxxxx xx xxxxx xxxx xxx Business Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (IndyMac INDA Mortgage Loan Trust 2007-Ar8)

Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange ActAct and until a Form 15 is filed pursuant to Section 13.05), the Certificate Securities Administrator shall prepare and file with the Commission, and the Master Servicer shall sign on behalf of the Trust Depositor any distribution report on Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Securities Administrator shall file each Form 10-D with a copy of the related Monthly Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders monthly statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approvalexcept as set forth in this Section 13.03. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as As set forth on Exhibit BB N hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto the GSAA Home Equity Trust 2007-3 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledgeknown, in XXXXXEDGAR-Compatible Formatcompatible form, or in such other format form as otherwise agreed upon xxxx by the Certificate Administrator, the Depositor Securities Administrator and such providing partiesparty, the form and substance of any Additional Form 10-D Disclosure, if applicable, applicable and (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall will approve, as to form 130 and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will shall be responsible for any reasonable fees and expenses assessed or incurred by the Trustee or Certificate Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days13.03.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 1 contract

Samples: Servicing Agreement (GSAA Home Equity Trust 2007-3)

Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange ActAct and until a Form 15 is filed pursuant to Section 13.05), the Certificate Securities Administrator shall prepare and file with the Commission, and the Master Servicer shall sign on behalf of the Trust Depositor any distribution report on Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Securities Administrator shall file each Form 10-D with a copy of the related Monthly Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders monthly statement that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approvalexcept as set forth in this Section 13.03. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as As set forth on Exhibit BB N hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto the GSAA Home Equity Trust 2006-20 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledgeknown, in XXXXXEDGAR-Compatible Formatcompatible form, or in such other format form as otherwise agreed upon by upox xx the Certificate Administrator, the Depositor Securities Administrator and such providing partiesparty, the form and substance of any Additional Form 10-D Disclosure, if applicable, applicable and (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will shall be responsible for any reasonable fees and expenses assessed or incurred by the Trustee or Certificate Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphSection 13.03. The Certificate After preparing the Form 10-D, the Securities Administrator shall include in any forward electronically a draft copy of the Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filerreview. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and No later than two (2) has been subject to such filing requirements for Business Days following the past ninety tenth (9010th) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to Date, a duly authorized representative of the filing of a report on Master Servicer shall sign the Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on and return such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable signed Form 10-D filed by it (A) to the amount of any such Additional Debt or mezzanine debtSecurities Administrator and Depositor, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated and no later than 5:30 p.m. New York City time on the basis of fifteenth (15th) calendar day after such Distribution Date the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.Securities 123

Appears in 1 contract

Samples: Servicing Agreement (GSAA Home Equity Trust 2006-20)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the "Additional Designated Information"). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXX-Compatible Format, compatible form or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor's expense, and any necessary conversion to XXXXX-compatible format will be at the Additional Form 10-D Disclosure on Form 10-D. Information delivered Depositor's expense. At the reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (XXXXX.Xxxxxxxxxxxxx@xx.xxx) or mezzanine debt, as applicable, that is incurred during facsimile no later than the related Due Period, (B) the total debt service coverage ratio calculated on the basis Business Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.with an original executed hard copy to follow by overnight courier. 100

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A12)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (the "10-D Filing Deadline") (subject to permitted extensions under the Exchange Act), the Certificate Administrator Paying Agent shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator Paying Agent shall file each Form 10-D with a copy of the related Statement to Certificateholders Monthly Certificateholder's Report attached thereto. Any necessary disclosure in addition to the Statement to Certificateholders Monthly Certificateholder's Report that is required to be included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the following paragraph immediately succeeding paragraph, be reported by the parties set forth on Exhibit BB Schedule XVII and directed to the Depositor and the Certificate Administrator and approved Paying Agent for approval by the Depositor, and the Certificate Administrator . The Paying Agent will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule XVII) absent such reporting, direction and approval. For so long as the Trust (or any Other Securitization) is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB Schedule XVII hereto, within five (5) 5 calendar days after the related Distribution Date, (i) certain parties to this Agreement each Person identified on Exhibit BB hereto Schedule XVII shall be required to provide to the Certificate Administrator Depositor and the Depositor Paying Agent (or, as to each such Person responsible for the performance of servicing functions with respect to a Serviced Companion Loan that has been deposited into an Other Securitization, the depositor and the trustee in the case of any Servicing Function Participantsuch Other Securitization), with in a copy form readily convertible to an EDGAR-compatible form (to the Master Servicerextenx xxxilable to such party in such format), or in such other form as otherwise agreed by the Depositor, the Paying Agent and such party, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than with respect to disclosure required pursuant to Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, in XXXXX-Compatible Formatas the case may be, or any lawyer in the in-house legal department of such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing partiesparty), the form and substance of any the corresponding Additional Form 10-D DisclosureDisclosure as set forth on Schedule XVII, if applicable, (ii) the parties listed on Exhibit BB hereto shall include together with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) AA. The Paying Agent shall provide prompt notice to the Depositor shall approve(or, as with respect to form and substance, or disapprove, as the case may bea Serviced Companion Loan if deposited into an Other Securitization, the inclusion depositor and the trustee in such Other Securitization) to the extent the Paying Agent is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notificationsfrom such party. Neither the Trustee nor the Certificate Administrator has any The Paying Agent shall have no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule XVII of their duties under this paragraph or proactively solicit or procure from any such parties any Additional Form 10-D Disclosure information. Unless otherwise directed by the Depositor, and subject to any comments received to such disclosure from the Depositor by the 2nd calendar day after such 5th calendar day after the related Distribution Date, the Paying Agent shall include the form and substance of the Additional Form 10-D Disclosure on the related Form 10-D. The Depositor will be responsible for any reasonable fees charged and out-of-pocket expenses incurred by the Trustee or Certificate Administrator Paying Agent in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator For the avoidance of doubt, the applicable Master Servicer shall include be required to report to the Depositor, the Paying Agent and the Trustee the net operating income of a Significant Obligor to the extent and under the conditions such net operating income is required to be reported under Regulation AB. Any notice delivered to the Paying Agent pursuant to this paragraph shall be delivered by facsimile to (617) 603-6638 and by email to karex.xxxxx@xxxxxx.com or such othex xxxxxxx xx xxx xxxxxfter be furnished by the Paying Agent to the other parties in any writing. On or prior to the 4th Business Day prior to the 15th calendar day after the related Distribution Date the Paying Agent shall prepare and deliver electronically the Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed Depositor for review. No later than the end of business on the 2nd Business Day prior to the 15th calendar day after the related Distribution Date, the Depositor (or, if so directed by the Depositor and agreed to by the Mortgage Loan SellersPaying Agent, the Paying Agent pursuant to a power of attorney provided to the Trustee by the Depositor pursuant to Item 601(b)(24) of Regulation S-K) shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Paying Agent. The Paying Agent shall (a) file such Form 10-D, upon signature thereof as provided in Section 13.14, not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (b) use commercially reasonable best efforts to file such Form 10-D, if the Paying Agent received the signed Form 10-D after the signing deadline set forth in Section 13.14, not later than 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date; provided that, if the Paying Agent cannot file the Form 10-D prior to the deadline set forth in the immediately preceding clause (b), the Paying Agent shall file such Form 10-D as soon as possible thereafter. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Paying Agent will follow the procedures set forth in Section 13.8(b). After filing with the Commission, the Paying Agent shall promptly make available on its internet website a final executed copy of each Form 10-D. The parties to this Agreement acknowledge (and each Additional Servicer and each Reporting Sub-Servicer shall be required to acknowledge) that the performance by the Paying Agent of its duties under this Section 13.4 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and, to the extent applicable, and any Additional Servicer or Reporting Sub-Servicer) observing all applicable deadlines in the SEC’s assigned “Central Index Key” for each such filerperformance of their duties under this Section 13.4. The Depositor and Paying Agent shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution or file such Form 10-D where such failure results from the Mortgage Loan SellersPaying Agent's inability or failure to receive on a timely basis any information from any other party hereto needed to prepare, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreementarrange for execution or file such Form 10-D, shall deliver such information as described in clause (i) and clause (ii) of this paragraphnot resulting from its own negligence, bad faith or willful misconduct. Form 10-D requires the registrant to indicate (by checking "yes" or "no") that it "(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days." The Depositor hereby represents to the Certificate Administrator Paying Agent that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator Paying Agent in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Paying Agent is required to the filing of file a report on Form 10-D if the answer to the questions should be "no." The Certificate Administrator Paying Agent shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Iq15)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the "Additional Designated Information"). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledge, in XXXXX-Compatible Format, or in such other format as otherwise agreed upon by shall specify the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Item on Form 10-D Disclosureto which such information is responsive and, if applicablewith respect to any Exhibit to be filed on Form 10-D, (ii) the parties listed Exhibit number. Any information to be filed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification shall be delivered to the Trustee in EDGAR-compatible form or as otherwxxx xgreed upon by the form attached hereto as Exhibit EE Trustee and (iii) the Depositor shall approve, as to form and substance, or disapprovethe Servicer, as the case may be, at the inclusion of Depositor's expense, and any necessary conversion to EDGAR-compatible format will xx xx the Additional Form 10-D Disclosure on Form 10-D. Information delivered Depositor's expense. At the reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (DBSEC.Notifications@db.com) or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis facxxxxxx xx xxxxx xxxx xxx Xusiness Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A13)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the “Additional Designated Information”). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXX-Compatible Format, compatible form or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee and the Depositor and such providing parties, or the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor’s expense, and any 103 necessary conversion to XXXXX-compatible format will be at the Additional Form 10-D Disclosure on Form 10-D. Information delivered Depositor’s expense. At the reasonable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (XXXXX.Xxxxxxxxxxxxx@xx.xxx) or mezzanine debt, as applicable, that is incurred during facsimile no later than the related Due Period, (B) the total debt service coverage ratio calculated on the basis Business Day following receipt of the Mortgage Loan and same (which, unless not received within such Additional Debt or mezzanine debttime frame from the Trustee, as applicableshall be no later than two Business Days prior to the date on which the Form 10-D is required to be filed), and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 1 contract

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

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form -403- 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the Master Servicer or Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. The After preparing the Form 10-D, the Certificate Administrator shall include in any forward electronically a copy of the Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor for review and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) approval; provided that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that shall use its reasonable best efforts to provide such copy to the Depositor has filed all such required reports during by the preceding twelve (12) months and that it has been subject 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to such the filing requirement for date, the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writingwriting (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 5th calendar day after the related Distribution Date with respect 2nd Business Day prior to the filing filing, a duly authorized representative of a report on the Depositor shall sign the Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on and return an electronic or fax copy of such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.signed Form

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-Nxs1)

Form 10-D Filings. (a) Within fifteen (15) 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D then required by the Exchange Act, in form and substance as then required by the Exchange Act. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph paragraph, be reported by the parties set forth on Exhibit BB U to this Agreement to the Depositor and Depositor, the Certificate Administrator to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth within one (1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on Exhibit BB hereto, within five (5) calendar days the third Business Day after the related Distribution Date, (i) certain parties to this Agreement identified Agreement, as set forth on Exhibit BB hereto U to this Agreement, shall be required to provide to the Certificate Administrator and Administrator, the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, be or any lawyer in the in-house legal department of such party) in XXXXX-Compatible Formatcompatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor Depositor, and such providing parties, the form and substance of any the Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto U to this Agreement shall include with such Additional Form 10-D DisclosureDisclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit EE W to this Agreement and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the The Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB U to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D filed by it with respect to the Trust (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b2.03(a) and of this Agreement, (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator, and (iii) a reference to the most recent Form ABS-15G filed by each Mortgage Loan Sellers, if applicable, Seller and the SECCommission’s assigned “Central Index Key” for each such filer. The Depositor and the , which information each Mortgage Loan Sellers, in accordance with Seller is required to deliver to the Certificate Administrator pursuant to Section 6(b6(i) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj14)

Form 10-D Filings. (a) Within fifteen (15) 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange ActAct and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange ActAct and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement to Certificateholders attached thereto. Any disclosure in addition to the Distribution Date Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph immediately below, be reported by the parties set forth on Exhibit BB Schedule V and directed to the Depositor and the Certificate Administrator and approved the Depositor for approval by the Depositor, and the . The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting, direction and approvalapproval after the date hereof. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain the parties to this Agreement identified listed on Exhibit BB Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, Participant with a copy to the Master Servicer or Special Servicer, as applicable) (and to any Other Trustee or Other Depositor), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledgeknowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in XXXXXEXXXX-Compatible FormatFormat (to the extent available to such party in such format), or in such other format as otherwise agreed upon by the Certificate Administrator, Administrator and the Depositor (or such Other Trustee and Other Depositor) and such providing partiesparty, the form and substance of any the Additional Form 10-D Disclosure, if applicableDisclosure described on Schedule V applicable to such party, (ii) the parties listed on Exhibit BB Schedule V hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE R and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor shall to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to D; provided that if the Certificate Administrator hereunder should does not receive a response from the Depositor by such time the Depositor will be delivered by email deemed to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile have consented to 000the inclusion of such Additional Form 10-000-0000D Disclosure. Other than to the extent provided for in clause (iii) above, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for Any reasonable fees assessed and any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphparagraph shall be reimbursable to the Certificate Administrator out of the Collection Account as an Additional Trust Fund Expense. After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 11.17, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.11(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 8.12(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 11.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D 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 10-D, not resulting from its own negligence, bad faith or willful misconduct. The Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Qualifying Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the each Mortgage Loan SellersSeller, if applicable, and the SECCommission’s assigned “Central Index Key” for each such filer, (iii) an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period, and (iv) the balance of the Distribution Account as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the each Mortgage Loan SellersSeller, in accordance with with, and to the extent contemplated by, Section 6(b5(h) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information to the Certificate Administrator. The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as described of which information is presented) in clause (i) accordance with applicable laws and clause (ii) of this paragraphregulations. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), ) and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) 12 months and that it has been subject to such filing requirement for the past ninety (90) 90 days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect during any year in which the Trust is required to the filing of file a report on Form 10-D if the answer to the questions should be “no.” ”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.D.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27)

Form 10-D Filings. (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange ActAct and until a Form 15 is filed pursuant to Section 13.05), the Certificate Securities Administrator shall prepare and file with the Commission, and the Master Servicer shall sign on behalf of the Trust Depositor any distribution report on Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Securities Administrator shall file each Form 10-D with a copy of the related Monthly Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders monthly statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approvalexcept as set forth in this Section 13.03. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as As set forth on Exhibit BB N hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto the GSAA Home Equity Trust 2007-9 Asset-Backed Certificates transaction shall be required to provide to the Certificate Securities Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledgeknown, in XXXXX-Compatible Formatcompatible form, or in such other format form as otherwise agreed upon by the Certificate Administrator, the Depositor Securities Administrator and such providing partiesparty, the form and substance of any Additional Form 10-D Disclosure, if applicable, applicable and (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will shall be responsible for any reasonable fees and expenses assessed or incurred by the Trustee or Certificate Securities Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraphSection 13.03. The Certificate After preparing the Form 10-D, the Securities Administrator shall include in any forward electronically a draft copy of the Form 10-D filed by it to the Depositor for review. No later than two (i2) 106 Business Days following the information required by Rule 15Ga-1(atenth (10th) calendar day after the related Distribution Date, a duly authorized representative of the Exchange Act concerning all assets of Master Servicer shall sign the Trust that were subject of Form 10-D and return such signed Form 10-D to the Securities Administrator and Depositor, and no later than 5:30 p.m. New York City time on the fifteenth (15th) calendar day after such Distribution Date the Securities Administrator shall file such Form 10-D with the Commission. If a demand for Form 10-D cannot be filed on time or if a previously filed Form 10-D needs to be amended, the repurchase ofSecurities Administrator will follow the procedures set forth in Section 13.01. Promptly (but no later than one (1) Business Day) after filing with the Commission, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and Securities Administrator will make available on its internet website (iilocated at xxx.xxxxxxx.xxx) a reference final executed copy of each Form 10-D prepared by the Securities Administrator. The signing party at the Master Servicer can be contacted at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000, Attention: Client Manager, GSAA 2007-9, by e-mail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile (000) 000-0000. Each party to this Agreement acknowledges that the performance by the Securities Administrator of its duties under this Section 13.03 related to the most recent timely preparation and filing of Form ABS-15G filed by 10-D is contingent upon such parties strictly observing all applicable deadlines in the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filerperformance of their duties under this Section 13.03. The Depositor and 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 and/or timely file such Form 10-D, where such failure results from the Mortgage Loan SellersSecurities Administrator’s inability or failure to receive on a timely basis, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreementany information from any other party hereto needed to prepare, shall deliver arrange for execution or file such information as described in clause (i) and clause (ii) of this paragraphForm 10-D, not resulting from its own negligence, bad faith or willful misconduct. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) 90 days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) days. The Depositor shall notify the Certificate Securities Administrator in writing, no later than the 5th fifth calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” ”. The Certificate Securities Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Due Period, (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.

Appears in 1 contract

Samples: Servicing and Trust Agreement (GSAA Home Equity Trust 2007-9)

Form 10-D Filings. (a) Within fifteen (15) In accordance with the Exchange Act, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund, the Trustee shall prepare for filing and file within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), ) with the Certificate Administrator shall prepare and file on behalf of Commission with respect to the Trust any Form 10-D required by the Exchange ActFund, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each a Form 10-D with a copy copies of the related Statement to Certificateholders attached thereto. Any disclosure in addition to the Statement to Certificateholders that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval. For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant, with a copy to the Master Servicer)Monthly Report and, to the extent a Regulation AB Servicing Officer delivered to the Trustee, no later than five calendar days following the Distribution Date, such other information identified by the Depositor or Responsible Officerthe Servicer, in writing, to be filed with the Commission (such other information, the "Additional Designated Information"). If the Depositor or Servicer directs that any Additional Designated Information is to be filed with any Form 10-D, the Depositor or Servicer, as the case may be, has actual knowledgeshall specify the Item on Form 10-D to which such information is responsive and, with respect to any Exhibit to be filed on Form 10-D, the Exhibit number. Any information to be filed on Form 10-D shall be delivered to the Trustee in XXXXXEDGAR-Compatible Format, compatible form or in such other format as otherwise agreed upon by the Certificate Administrator, Trustee and xxx Depositor or the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor shall approve, as to form and substance, or disapproveServicer, as the case may be, at the inclusion of Depositor's expense, and any necessary conversion to EDGAR-compatible format will be at the Additional Form 10-D Disclosure on Form 10-D. Information delivered Depositor's expense. At the rxxxxxable request of, and in accordance with the reasonable directions of, the Depositor or the Servicer, subject to the Certificate Administrator hereunder should be delivered by email to xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile to 000-000-0000two preceding sentences, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement shall prepare for filing and file an amendment to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. The Certificate Administrator shall include in any Form 10-D previously filed by it (i) with the information required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of Commission with respect to the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b) and (ii) a reference to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii) of this paragraph. Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety (90) daysFund. The Depositor shall notify sign the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report. With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (A) on behalf of the amount Trust Fund. The Trustee shall prepare each Form 10-D and, no later than five Business Days prior to the date on which such Form 10-D is required to be filed, deliver a copy of such Form 10-D to the Depositor for review. No later than the Business Day following the receipt thereof, the Depositor shall notify the Trustee of any changes to be made to the Form 10-D. The Trustee shall make any changes thereto requested by the Depositor and deliver the final Form 10-D to the Depositor for signature no later than three Business Days prior to the date on which such Additional Debt Form 10-D must be filed by the Trustee in accordance with this Section 11.02. The Depositor shall execute the final Form 10-D and deliver the same to the Trustee via electronic mail (DBSEC.Notifications@db.com) or mezzanine debtfacsimile no later than the Business Xxx xxxxxxxxx xxxxxxx xx xhe same (which, as applicableunless not received within such time frame from the Trustee, that shall be no later than two Business Days prior to the date on which the Form 10-D is incurred during the related Due Periodrequired to be filed), (B) the total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as applicablewith an original executed hard copy to follow by overnight courier.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Ar23)

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