Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 8 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2007-A4), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2007-S1), Pooling and Servicing Agreement (JPMMT 2007-A6)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-S2), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-S3), Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Trust 2006-Wf1)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Trust Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined reported by the parties set forth on Exhibit T hereto to the Depositor and prepared the Trust Administrator and directed and approved by and at the direction of the Depositor pursuant to the following paragraph and the Securities Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N T hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N to this transaction shall be required to provide to the Securities Trust Administrator and the Depositor, to the extent known by a Responsible Officer of such party has knowledgeresponsible officer thereof, an Additional Disclosure Notification a notice in the form of Exhibit R V attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Trust Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such partyapplicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Trust Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-3), Pooling and Servicing Agreement (CSAB Mortgage-Backed Trust 2006-3), Pooling and Servicing Agreement (CSAB Mortgage-Backed Trust 2006-4)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-A5), Pooling and Servicing Agreement (Bond Securitization LLC), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-A6)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R Q attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2007-A2), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-A4), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2007-A2)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0413.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 13.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0313.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-10xs), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-10xs), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-10xs)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, each Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-12), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-13), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-14ar)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer representative of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. Within five Business Days prior to each Distribution Date of each year that the Trust is subject to the Exchange Act reporting requirements, the Depositor shall calculate and forward to the Securities Administrator the Significance Percentage. If the Significance Percentage meets either of the threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB, the Securities Administrator shall deliver written notification to the Depositor and the Swap Provider to that effect, which notification shall include a request that the Swap Provider provide Regulation AB information to the Depositor in accordance with the terms of the Swap Agreement. The Depositor shall be obligated to obtain from the Swap Provider any information required under Regulation AB to the extent required under the Swap Agreement and to provide to the Securities Administrator any information that may be required to be included in any Form 10-D, Form 8-K or Form 10-K relating to the Swap Agreement or written notification instructing the Securities Administrator that such Additional Disclosure regarding the Swap Provider is not necessary for such Payment Date. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Disclosure information pursuant to this section.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2007-S1), Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-S4)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N K hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N K shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R M attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Jpmac 2006-Cw2), Pooling and Servicing Agreement (Jpmac 2006-Cw2)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Trust Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N T hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N T shall be required to provide to the Securities Trust Administrator and the Depositor, to the extent known by a Responsible Officer of such party has knowledgeresponsible officer thereof, an Additional Disclosure Notification a notice in the form of Exhibit R V attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Trust Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such partyapplicable, together with an Additional Disclosure Notification and (ii) the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Trust Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (TBW Mortgage-Backed Trust Series 2006-4), Pooling and Servicing Agreement (TBW 2006-2)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Trust Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N T hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N T shall be required to provide to the Securities Trust Administrator and the Depositor, to the extent known by a Responsible Officer of such party has knowledgeresponsible officer thereof, an Additional Disclosure Notification a notice in the form of Exhibit R V attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Trust Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such partyapplicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Trust Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (CSMC Mortgage-Backed Trust Series 2006-3), Pooling and Servicing Agreement (TBW 2006-1)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer representative of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2005-A7), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-A7)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-5ax), Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-11ar)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along with, in XXXXXEXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2007-A2), Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2007-A1)
Form 8-K Reporting. Within (a) If directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator Trustee shall prepare and file on behalf of the Trust Fund any Form 8-K, as required by the Exchange Act, provided provided, however, that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event (“Form 8-K Disclosure Information”) or that is otherwise required to be included on Form 8-K other than the initial (“Additional Form 8-K (“Form 8-K Disclosure InformationDisclosure”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph Section 13.03(c) and the Securities Administrator Trustee will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-KInformation, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N Schedule B hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, the parties set forth on Exhibit N Trustee and any other Reporting Person shall be required to provide to the Securities Administrator Trustee and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator Trustee and such party, the form and substance of any Additional Form 8-K Disclosure InformationDisclosure, if applicable to such partyapplicable, and (ii) together with an Additional Disclosure Notification. The Trustee shall notify the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on with respect to itself or any of its Affiliates and any other Form 8-K pursuant to this paragraph. Disclosure Information received by it.
(c) After preparing the Form 8-K, the Securities Administrator Trustee shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator Trustee in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K and of any Additional Form 8-K Disclosure to be filed on the Form 8-K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator Trustee shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator Trustee may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer Trustee shall sign each the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator Trustee will follow the procedures set forth in Section 11.0413.03(d) hereof. Promptly With respect to each Form 8-K prepared and filed by the Trustee, promptly (but no later than 1 one Business Day) after filing with the Commission, the Securities Administrator will, Trustee will [make available on its internet website website] a final executed copy of each thereof. The [Trust Fund] [Depositor] will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trustee in connection with including any Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Disclosure Information on Form 8-K pursuant to this paragraph.
(d) In the event that the Trustee is contingent upon such parties strictly observing unable to file timely with the Commission all applicable deadlines in the performance or any required portion of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from Form 10-D or Form 10-K required to be filed by the Securities Administrator’s inability Agreement because required disclosure information was either not delivered to it or failure delivered to obtain it after the delivery deadlines set forth in this Agreement or receive, on a timely basis, any information from for any other party hereto needed reason, the Trustee will immediately notify the Depositor. In the case of Form 10-D and Form 10-K, the Trustee shall prepare and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to prepare, arrange for execution or file such Rule 12b-25 of the Exchange Act. In the case of Form 8-K, not resulting from its own negligencethe Trustee will, bad faith upon receipt of all required Form 8-K Disclosure Information shall include such disclosure information in the next Form 10-D unless directed by the Depositor to file a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K, Form 10-D or willful misconductForm 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Trustee will notify the Depositor (unless such amendment is solely for the purpose of restating the Distribution Date Statement) and such parties will cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 12b-25 or any amendment to a Form 8-K or a Form 10-D shall be signed by a duly authorized representative of the Trustee. Any amendment to a Form 10-K shall be signed by a senior officer of the Trustee in charge of the servicing function. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trustee in connection with any amendments pursuant to this paragraph.
Appears in 1 contract
Samples: Trust Agreement (GNMAG Asset Backed Securitizations, LLC)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by uxxx xy the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.8- 170
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-7)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by uxxx xy the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0413.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 13.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0313.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-17xs)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Trust Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined reported by the parties set forth on Exhibit T hereto to the Depositor and prepared the Trust Administrator and directed and approved by and at the direction of the Depositor pursuant to the following paragraph and the Securities Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N T hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N T shall be required to provide to the Securities Trust Administrator and the Depositor, to the extent known by a Responsible Officer of such party has knowledgeresponsible officer thereof, an Additional Disclosure Notification a notice in the form of Exhibit R V attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Trust Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such partyapplicable, together with an Additional Disclosure Notification and (ii) the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Trust Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (TBW Mortgage-Backed Trust Series 2007-2)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by upox xx the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the 134 Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-1xs)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R Q attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer representative of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. Within five Business Days prior to each Distribution Date of each year that the Trust is subject to the Exchange Act reporting requirements, the Depositor shall calculate and forward to the Securities Administrator the Significance Percentage. If the Significance Percentage meets either of the threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB, the Securities Administrator shall deliver written notification to the Depositor and the Swap Provider to that effect, which notification shall include a request that the Swap Provider provide Regulation AB information to the Depositor in accordance with the terms of the Swap Agreement. The Depositor shall be obligated to obtain from the Swap Provider any information required under Regulation AB to the extent required under the Swap Agreement and to provide to the Securities Administrator any information that may be required to be included in any Form 10-D, Form 8-K or Form 10-K relating to the Swap Agreement or written notification instructing the Securities Administrator that such Additional Disclosure regarding the Swap Provider is not necessary for such Payment Date. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Disclosure information pursuant to this section.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-A6)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by upox xx the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. 135
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-12xs)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or 150 information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by upxx xx the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to 151 prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-2ax)
Form 8-K Reporting. Within (a) If directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator Trustee shall prepare and file on behalf of the Trust Fund any Form 8-K, as required by the Exchange Act, provided provided, however, that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event (“Form 8-K Disclosure Information”) or that is otherwise required to be included on Form 8-K other than the initial (“Additional Form 8-K (“Form 8-K Disclosure Information”Disclosure) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph Section 13.03(c) and the Securities Administrator Trustee will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-KInformation, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N Schedule B hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, the parties set forth on Exhibit N Trustee and any other Reporting Person shall be required to provide to the Securities Administrator Trustee and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator Trustee and such party, the form and substance of any Additional Form 8-K Disclosure InformationDisclosure, if applicable to such partyapplicable, and (ii) together with an Additional Disclosure Notification. The Trustee shall notify the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on with respect to itself or any of its Affiliates and any other Form 8-K pursuant to this paragraph. Disclosure Information received by it.
(c) After preparing the Form 8-K, the Securities Administrator Trustee shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator Trustee in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K and of any Additional Form 8-K Disclosure to be filed on the Form 8-K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator Trustee shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator Trustee may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer Trustee shall sign each the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator Trustee will follow the procedures set forth in Section 11.0413.03(d) hereof. Promptly With respect to each Form 8-K prepared and filed by the Trustee, promptly (but no later than 1 one Business Day) after filing with the Commission, the Securities Administrator will, Trustee will [make available on its internet website website] a final executed copy of each thereof. The [Trust Fund] [Depositor] will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trustee in connection with including any Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Disclosure Information on Form 8-K pursuant to this paragraph.
(d) In the event that the Trustee is contingent upon such parties strictly observing unable to file timely with the Commission all applicable deadlines in the performance or any required portion of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from Form 10-D or Form 10-K required to be filed by the Securities Administrator’s inability Agreement because required disclosure information was either not delivered to it or failure delivered to obtain it after the delivery deadlines set forth in this Agreement or receive, on a timely basis, any information from for any other party hereto needed reason, the Trustee will immediately notify the Depositor. In the case of Form 10-D and Form 10-K, the Trustee shall prepare and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to prepare, arrange for execution or file such Rule 12b-25 of the Exchange Act. In the case of Form 8-K, not resulting from its own negligencethe Trustee will, bad faith upon receipt of all required Form 8-K Disclosure Information shall include such disclosure information in the next Form 10-D unless directed by the Depositor to file a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K, Form 10-D or willful misconductForm 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Trustee will notify the Depositor (unless such amendment is solely for the purpose of restating the Distribution Date Statement) and such parties will cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 12b-25 or any amendment to a Form 8-K or a Form 10-D shall be signed by a duly authorized representative of the Trustee. Any amendment to a Form 10-K shall be signed by a senior officer of the Trustee in charge of the servicing function. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Trustee in connection with any amendments pursuant to this paragraph.
Appears in 1 contract
Samples: Trust Agreement (GNMAG Asset Backed Securitizations, LLC)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by uxxx xy the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. 174
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-11)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Trust Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N U hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N U shall be required to provide to the Securities Trust Administrator and the Depositor, to the extent known by a Responsible Officer of such party has knowledgeresponsible officer thereof, an Additional Disclosure Notification a notice in the form of Exhibit R W attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Trust Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such partyapplicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Trust Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Suisse Adjustable Rate Mortgage Trust 2006-1)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Trust Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined reported by the parties set forth on Exhibit U to the Depositor and prepared the Trust Administrator and directed and approved by and at the direction of the Depositor pursuant to the following paragraph and the Securities Trust Administrator will shall have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N U hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business business(New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N to this transaction shall be required to provide to the Securities Trust Administrator and the Depositor, to the extent known by a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withresponsible officer thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Trust Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such partyapplicable, together with an Additional Disclosure Notification and (ii) the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Trust Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Trust Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copyPromptly, but no later than the close of business on the third Business Day 3rd business day after the Reportable Event, the Depositor shall notify the Securities Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Trust Administrator shall be entitled to assume that such Form 8-K is in final form and a duly authorized representative of the Securities Trust Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Trust Administrator will shall follow the procedures set forth in Section 11.0413.05. Promptly (but no later than 1 one Business Day) after filing with the Commission, the Securities Trust Administrator will, shall make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Trust Administrator. The parties to this Agreement acknowledge that the performance by the Trust Administrator and the Master Servicer and the Securities Administrator of its duties under this Section 11.03 13.04 related to the timely preparation, execution preparation and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0313.04. Neither the Master Servicer nor the Securities Trust Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute prepare and/or timely file such Form 8-K, where such failure results from the Securities Trust Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-6)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0413.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 13.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0313.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-8xs)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEDGAR-compatible form, or in such other form as otherwise 140 agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-9ar)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by upxx xx the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.181
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-8ar)
Form 8-K Reporting. (a) Each of the Master Servicer (and the Master Servicer shall cause any Servicer to promptly notify,) the Securities Administrator and the Trustee shall promptly notify the Depositor and the Master Servicer (if the notifying party is not the Master Servicer), but in no event later than one (1) Business Day after its occurrence, of any Reportable Event to the extent that they have knowledge thereof.
(b) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K K's (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. .
(c) As set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of a Reportable Event (i) each of the parties set forth on Exhibit N Securities Administrator, the Master Servicer, each Servicer and the Depositor shall be required to provide to the Securities Administrator and the DepositorAdministrator, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withknown, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by the xx xhe Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such partyit, (ii) the Securities Administrator shall forward to the Depositor, the form and substance of the Form 8-K Disclosure Information, and (iiiii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. 124
(d) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but no No later than the close of business on the third Business Day after prior to the Reportable Eventdate specified in the next sentence, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In No later than Noon New York City time on the absence of any receipt of any written changes or approval from 4th Business Day after the DepositorReportable Event, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized a senior officer of the Master Servicer in charge of the master servicing function shall sign each the Form 8-K. K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. K. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its their own respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEDGAR-compatible form, or in such other form as otherwise 163 agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-6ar)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K or the filing of a current report on Form 8-K with respect to the Underlying Trust (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Trust Administrator shall prepare and file on behalf of the Trust Fund any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined reported by the parties set forth on Exhibit I to the Depositor and prepared the Trust Administrator and directed and approved by and at the direction of the Depositor pursuant to the following paragraph and the Securities Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N I hereto, for so long as the Trust Fund is subject to the Exchange Act reporting requirements, no later than the end of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N to this transaction shall be required to provide to the Securities Trust Administrator and the Depositor, to the extent known by a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withresponsible officer thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Trust Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such partyapplicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Trust Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Trust Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copyPromptly, but no later than the close of business on the third Business Day 3rd business day after the Reportable Event, the Depositor shall notify the Securities Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Trust Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Trust Administrator may proceed with the execution and filing of the Form 8-K. A No later than noon, New York City time, on the fourth Business Day following the Reportable Event, a duly authorized officer representative of the Master Servicer Depositor shall sign each the Form 8-K. K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Trust Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Trust Administrator will follow the procedures set forth in Section 11.049.05. Promptly (but no later than 1 one Business Day) after filing with the Commission, the Securities Trust Administrator will, will make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Trust Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Trust Administrator of its duties under this Section 11.03 9.04 related to the timely preparation, execution preparation and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.039.04. Neither the Master Servicer nor the Securities The Trust Administrator shall not have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute prepare and/or timely file such Form 8-K, where such failure results from the Securities Trust Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Trust Agreement (CSMC Trust 2007-5r)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished 137 provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0413.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 13.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0313.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-15xs)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by uxxx xy the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-6xs)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator Trustee shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange 1934 Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined reported by the parties set forth on Exhibit R to the Depositor and prepared the Trustee and directed and approved by and at the direction of the Depositor pursuant to the following paragraph paragraph, and the Securities Administrator Trustee will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N R hereto, for so long as the Trust is subject to the Exchange 1934 Act reporting requirements, no later than the end of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N to this transaction shall be required to provide to the Securities Administrator Trustee and the Depositor, to the extent known by a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withresponsible officer thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator Trustee and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such partyapplicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator Trustee in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator Trustee shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copyPromptly, but no later than the close of business on the third 3rd Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator Trustee in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator Trustee shall be entitled to assume that such Form 8-K is in final form and a duly authorized representative of the Securities Administrator Trustee may proceed with the execution and filing of the Form 8-K. A duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator Trustee will follow the procedures set forth in Section 11.0411.05. Promptly (but no later than 1 one (1) Business Day) after filing with the Commission, the Securities Administrator will, Trustee will make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities AdministratorTrustee. The parties to this Agreement acknowledge that the performance by the Master Servicer Trustee and the Securities Administrator Servicer of its duties under this Section 11.03 11.04 related to the timely preparation, execution preparation and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0311.04. Neither the Master Servicer nor the Securities Administrator Trustee shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute prepare and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s Trustee's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Mortgage Loan Trust Series 2006-Amn1)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Trust Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined reported by the parties set forth on Exhibit T hereto to the Depositor and prepared the Trust Administrator and directed and approved by and at the direction of the Depositor pursuant to the following paragraph and the Securities Trust Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N T hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N to this transaction shall be required to provide to the Securities Trust Administrator and the Depositor, to the extent known by a Responsible Officer of such party has knowledgeresponsible officer thereof, an Additional Disclosure Notification a notice in the form of Exhibit R V attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Trust Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such partyapplicable, together with an Additional Disclosure Notification and (ii) the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Trust Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-7)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”"), and if requested by the Depositor, the Securities Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange 1934 Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined reported by the parties set forth on Exhibit U to the Depositor and prepared the Certificate Administrator and directed and approved by and at the direction of the Depositor pursuant to the following paragraph and the Securities Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N U hereto, for so long as the Trust is subject to the Exchange 1934 Act reporting requirements, no later than the end of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N to this transaction shall be required to provide to the Securities Certificate Administrator and the Depositor, to the extent known by a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withresponsible officer thereof, in XXXXXEXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Certificate Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such partyapplicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Mortgage Loan Trust, Series 2006-A)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator Trustee shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange 1934 Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined reported by the parties set forth on Exhibit R to the Depositor and prepared the Trustee and directed and approved by and at the direction of the Depositor pursuant to the following paragraph paragraph, and the Securities Administrator Trustee will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N R hereto, for so long as the Trust is subject to the Exchange 1934 Act reporting requirements, no later than the end of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N to this transaction shall be required to provide to the Securities Administrator Trustee and the Depositor, to the extent known by a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withresponsible officer thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator Trustee and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such partyapplicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator Trustee in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator Trustee shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copyPromptly, but no later than the close of business on the third 3rd Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator Trustee in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator Trustee shall be entitled to assume that such Form 8-K is in final form and a duly authorized representative of the Securities Administrator Trustee may proceed with the execution and filing of the Form 8-K. A duly authorized officer representative of the Master a Servicer shall sign each the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator Trustee will follow the procedures set forth in Section 11.0411.05. Promptly (but no later than 1 one (1) Business Day) after filing with the Commission, the Securities Administrator will, Trustee will make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities AdministratorTrustee. The parties to this Agreement acknowledge that the performance by the Master Trustee and a Servicer and the Securities Administrator of its duties under this Section 11.03 11.04 related to the timely preparation, execution preparation and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0311.04. Neither the Master a Servicer nor the Securities Administrator Trustee shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute prepare and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s Trustee's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Mortgage Loan Trust, Series 2006-Alt1)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Trust Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined reported by the parties set forth on Exhibit U to the Depositor and prepared the Trust Administrator and directed and approved by and at the direction of the Depositor pursuant to the following paragraph and the Securities Trust Administrator will shall have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N U hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business business(New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N to this transaction shall be required to provide to the Securities Trust Administrator and the Depositor, to the extent known by a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withresponsible officer thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Trust Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such partyapplicable, together with an Additional Disclosure Notification and (ii) the Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Trust Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Trust Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copyPromptly, but no later than the close of business on the third Business Day 3rd business day after the Reportable Event, the Depositor shall notify the Securities Trust Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Trust Administrator shall be entitled to assume that such Form 8-K is in final form and a duly authorized representative of the Securities Trust Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Trust Administrator will shall follow the procedures set forth in Section 11.0413.05. Promptly (but no later than 1 one Business Day) after filing with the Commission, the Securities Trust Administrator will, shall make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Trust Administrator. The parties to this Agreement acknowledge that the performance by the Trust Administrator and the Master Servicer and the Securities Administrator of its duties under this Section 11.03 13.04 related to the timely preparation, execution preparation and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0313.04. Neither the Master Servicer nor the Securities Trust Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute prepare and/or timely file such Form 8-K, where such failure results from the Securities Trust Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-6)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer representative of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. Within five Business Days prior to each Distribution Date of each year that the Trust is subject to the Exchange Act reporting requirements, the Depositor shall calculate and forward to the Securities Administrator the Significance Percentage. If the Significance Percentage meets either of the threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB, the Securities Administrator shall deliver written notification to the Depositor and the Swap Provider to that effect, which notification shall include a request that the Swap Provider provide Regulation AB information to the Depositor in accordance with the terms of the Yield Maintenance Agreement. The Depositor shall be obligated to obtain from the Swap Provider any information required under Regulation AB to the extent required under the Yield Maintenance Agreement and to provide to the Securities Administrator any information that may be required to be included in any Form 10-D, Form 8-K or Form 10-K relating to the Yield Maintenance Agreement or written notification instructing the Securities Administrator that such Additional Disclosure regarding the Swap Provider is not necessary for such Payment Date. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Disclosure information pursuant to this section.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Trust 2006-S4)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R Q attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer representative of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct. Within five Business Days prior to each Distribution Date of each year that the Trust is subject to the Exchange Act reporting requirements, the Depositor shall calculate and forward to the Securities Administrator the Significance Percentage. If the Significance Percentage meets either of the threshold levels detailed in Item 1115(b)(1) or 1115(b)(2) of Regulation AB (10% or more, but less than 20%, and 20% or more, respectively, as of the date of this Agreement), the Securities Administrator shall deliver written notification to the Depositor and the Swap Provider to that effect, which notification shall include a request that the Swap Provider provide Regulation AB information to the Depositor in accordance with the terms of the Swap Agreement. The Depositor shall be obligated to obtain from the Swap Provider any information required under Regulation AB to the extent required under the Swap Agreement and to provide to the Securities Administrator any information that may be required to be included in any Form 10-D, Form 8-K or Form 10-K relating to the Swap Agreement or written notification instructing the Securities Administrator that such Additional Disclosure regarding the Swap Provider is not necessary for such Payment Date. The Depositor shall be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Additional Disclosure information pursuant to this section.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J.P. Morgan Alternative Loan Trust 2006-A7)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange 1934 Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined reported by the parties set forth on Exhibit W to the Depositor and prepared the Certificate Administrator and directed and approved by and at the direction of the Depositor pursuant to the following paragraph paragraph, and the Securities Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N W hereto, for so long as the Trust is subject to the Exchange 1934 Act reporting requirements, no later than the end of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N to this transaction shall be required to provide to the Securities Certificate Administrator and the Depositor, to the extent known by a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withresponsible officer thereof, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Certificate Administrator and such party, the form and 130 substance of any Form 8-K Disclosure Information, if applicable to such partyapplicable, together with an Additional Disclosure Notification and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Certificate Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copyPromptly, but no later than the close of business on the third 3rd Business Day after the Reportable Event, the Depositor shall notify the Securities Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Certificate Administrator shall be entitled to assume that such Form 8-K is in final form and a duly authorized representative of the Securities Certificate Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Certificate Administrator will follow the procedures set forth in Section 11.0412.05. Promptly (but no later than 1 one (1) Business Day) after filing with the Commission, the Securities Certificate Administrator will, will make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator and the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.04 related to the timely preparation, execution preparation and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.04. Neither the Master Servicer nor the Securities Certificate Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute prepare and/or timely file such Form 8-K, where such failure results from the Securities Certificate Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Mortgage Loan Trust, Series 2007-A)
Form 8-K Reporting. Within (a) If directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust Fund any Form 8-K, as required by the Exchange Act, provided provided, however, that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event (“Form 8-K Disclosure Information”) or that is otherwise required to be included on Form 8-K other than the initial (“Additional Form 8-K (“Form 8-K Disclosure Information”Disclosure) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph Section 15.03(c) and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-KInformation, except as set forth in the next paragraph. As Notwithstanding anything to the contrary contained herein, unless otherwise directed by the Depositor, within four Business Days of each Special Distribution Date, the Securities Administrator shall prepare and file on behalf of the Trust Fund a Form 8-K as required by the Exchange Act, together with a copy of the related report to Certificateholders as required under Section [5.03], and shall include in Item 8.01 of such Form 8-K a statement to the effect that such distribution has been made and shall attach such report to Certificateholders as Exhibit 99.1 thereto.
(b) In accordance with the respective reporting obligations set forth on Exhibit N Schedule C hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) or a Special Distribution Date, as applicable, the parties set forth on Exhibit N Securities Administrator and any other Reporting Person shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure InformationDisclosure, if applicable to such partyapplicable, and (ii) together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on with respect to itself or any of its Affiliates and any other Form 8-K pursuant to this paragraph. Disclosure Information received by it.
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable EventEvent or Special Distribution Date, the as applicable. The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K and of any Additional Form 8-K Disclosure to be filed on the Form 8-K no later than the close of business on the third Business Day following the Reportable Event or Special Distribution Date, as applicable. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event or Special Distribution Date, as applicable, a duly authorized officer representative of the Master Servicer Securities Administrator shall sign each the Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0415.03(e) hereof. Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 one Business Day) after filing with the Commission, the Securities Administrator will, will [make available on its internet website website] a final executed copy of each thereof. The [Trust Fund] [Depositor] will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Disclosure Information on Form 8-K pursuant to this paragraph.
(d) On or prior to [date] of the first year in which the Securities Administrator is contingent upon such parties strictly observing all able to do so under applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor law, the Securities Administrator shall have prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust Fund under the Exchange Act.
(e) In the event that the Securities Administrator is unable to file timely with the Commission all or any liability for required portion of any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from Form 10-D or Form 10-K required to be filed by the Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Securities Administrator’s inability or failure Administrator will immediately notify the Depositor. In the case of Form 10-D and Form 10-K, the Securities Administrator shall prepare and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Rule 12b-25 of the Exchange Act. In the case of Form 8-K, not resulting from its own negligencethe Securities Administrator will, bad faith upon receipt of all required Form 8-K Disclosure Information shall include such disclosure information in the next Form 10-D unless directed by the Depositor to file a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K, Form 10-D or willful misconductForm 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Securities Administrator will notify the Depositor (unless such amendment is solely for the purpose of restating the Distribution Date Statement) and such parties will cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to a Form 8-K or a Form 10-D shall be signed by a duly authorized representative of the Securities Administrator. Any amendment to a Form 10-K shall be signed by a senior officer of the Securities Administrator in charge of the servicing function. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with any amendments pursuant to this paragraph.
Appears in 1 contract
Samples: Deposit Trust Agreement (Commerce Street Pantheon Mortgage Asset Securitizations LLC)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by upxx xx the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. 164
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-16ax)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by uxxx xy the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. 139
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-13arx)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2007-7ax)
Form 8-K Reporting. (a) Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. .
(b) As set forth on Exhibit N K hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end of business on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N K shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer responsible officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R L attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Home Equity Loan Trust 2007-Fre1)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with notification of the additional disclosure. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an 140 original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-2)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by upxx xx the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with notification of the additional disclosure. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an 140 original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-1ar)
Form 8-K Reporting. Within (a) If directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust Fund any Form 8-K, as required by the Exchange Act, provided provided, however, that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event (“Form 8-K Disclosure Information”) or that is otherwise required to be included on Form 8-K (“Additional Form 8-K Disclosure) (other than the initial Form 8-K (“Form 8-K Disclosure Information”filed in connection with the Certificates) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph Section 15.03(c) and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-KInformation, except as set forth in the next paragraph. As Notwithstanding anything to the contrary contained herein, unless otherwise directed by the Depositor, within four Business Days of each Special Distribution Date, the Securities Administrator shall prepare and file on behalf of the Trust Fund a Form 8-K as required by the Exchange Act, together with a copy of the related report to Certificateholders as required under Section [5.03], and shall include in Item 8.01 of such Form 8-K a statement to the effect that such distribution has been made and shall attach such report to Certificateholders as Exhibit 99.1 thereto.
(b) In accordance with the respective reporting obligations set forth on Exhibit N Schedule C hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) or a Special Distribution Date, as applicable, the parties set forth on Exhibit N Securities Administrator and any other Reporting Person shall be required to provide to the Securities Administrator (at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx with a copy by facsimile to (000) 000-0000) and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXX-compatible form, or IDEA-compatible format, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with an Additional Disclosure Notification. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Securities Administrator shall compile all such information provided to it in a Form 8-K prepared by it. The Securities Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule C of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator Trustee in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable EventEvent or Special Distribution Date, the as applicable. The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K and of any Additional Form 8-K Disclosure to be filed on the Form 8-K no later than the close of business on the third Business Day following the Reportable Event or Special Distribution Date, as applicable. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A No later than 12:00 noon on the fourth Business Day after the Reportable Event, a duly authorized officer representative of the Master Servicer [Securities Administrator] [Depositor] shall sign each the Form 8-K. K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0415.03(e) hereof. Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 one Business Day) after filing with the Commission, the Securities Administrator will, will [make available on its internet website website] a final executed copy of each thereof. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Disclosure Information on Form 8-K pursuant to this paragraph.
(d) On or prior to [date] of the first year in which the Securities Administrator is contingent upon such parties strictly observing all able to do so under applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor law, the Securities Administrator shall have prepare and file a Form 15 relating to the automatic suspension of reporting in respect of the Trust Fund under the Exchange Act.
(e) In the event that the Securities Administrator is unable to file timely with the Commission all or any liability for required portion of any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from Form 10-D or Form 10-K required to be filed by the Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Securities Administrator’s inability or failure Administrator will immediately notify the Depositor. In the case of Form 10-D and Form 10-K, the Securities Administrator shall prepare and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Rule 12b-25 of the Exchange Act. In the case of Form 8-K, not resulting from its own negligencethe Securities Administrator will, bad faith upon receipt of all required Form 8-K Disclosure Information shall include such disclosure information in the next Form 10-D unless directed by the Depositor to file a Form 8-K with such Form 8-K Disclosure Information. In the event that any previously filed Form 8-K, Form 10-D or willful misconductForm 10-K needs to be amended, and such amendment includes any Additional Form 10-D Disclosure, any Additional Form 10-K Disclosure or any Form 8-K Disclosure Information or an amendment to any such disclosure, the Securities Administrator will notify the Depositor (unless such amendment is solely for the purpose of restating the Distribution Date Statement) and such parties will cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to a Form 8-K or a Form 10-D shall be signed by a duly authorized representative of the [Securities Administrator] [Depositor]. Any amendment to a Form 10-K shall be signed by a senior officer of the Securities Administrator in charge of the servicing function. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with any amendments pursuant to this paragraph.
Appears in 1 contract
Samples: Deposit Trust Agreement (Commerce Street Pantheon Mortgage Asset Securitizations LLC)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator Indenture Trustee shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator Indenture Trustee will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N [ ] hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N [ ] shall be required to provide to the Securities Administrator Indenture Trustee and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R [ ] attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator Indenture Trustee and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator Indenture Trustee in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator Indenture Trustee shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator Indenture Trustee in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator Indenture Trustee shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator Indenture Trustee may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator Indenture Trustee will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator Indenture Trustee will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities AdministratorIndenture Trustee. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator Indenture Trustee of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator Indenture Trustee shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities AdministratorIndenture Trustee’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Bond Securitization LLC)
Form 8-K Reporting. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure Information”) shall be determined and prepared by and at the direction of the Depositor pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As set forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business (New York City time) on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit N shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R Q attached hereto, along with, in XXXXX-compatible form, or in such other form as otherwise agreed upon by the Securities Administrator and such party, the form and substance of any Form 8-K Disclosure Information, if applicable to such party, and (ii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor for review. Promptly upon receipt of such copy, but no later than the close of business on the third Business Day after the Reportable Event, the Depositor shall notify the Securities Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K. In the absence of any receipt of any written changes or approval from the Depositor, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A duly authorized officer of the Master Servicer shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.04. Promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administrator. The parties to this Agreement acknowledge that the performance by each of the Master Servicer and the Securities Administrator of its duties under this Section 11.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.03. Neither the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (J P Morgan Acceptance Corp I)
Form 8-K Reporting. Within (a) As directed by the Depositor, within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “"Reportable Event”"), and if requested by the Depositor, the Securities Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K (operative agreements) in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K other than the initial Form 8-K (“"Form 8-K Disclosure Information”") shall be determined and prepared by and at the direction of the Depositor Securities Administrator pursuant to the following paragraph and the Securities Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, except as set forth in the next paragraph. As .
(b) In accordance with the respective reporting obligations set forth on Exhibit N N-3 hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than the end close of business on the 2nd second Business Day after immediately following the occurrence of a Reportable Event (i) Event, each of the parties set forth on Exhibit N Securities Administrator, the Custodian, the Trustee, the Master Servicer and the Depositor shall be required to provide to the Securities Administrator and the Depositor, to the extent a Responsible Officer of such party has knowledge, an Additional Disclosure Notification in the form of Exhibit R attached hereto, along withas applicable, in XXXXXEDGAR-compatible form, or in such other form as otherwise agreed upon by uxxx xy the Securities Administrator and such party, the form and substance of any Additional Form 8-K Disclosure, if applicable, together with notification of the additional disclosure. The Securities Administrator shall notify the Depositor of any Form 8-K Disclosure Information, if applicable Information with respect to such party, itself or any of its Affiliates and (ii) the any other Form 8-K Disclosure Information received by it. The Depositor will approve, as to form and substance, approve or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information. Information on Form 8-K. The Depositor will be responsible for any reasonable additional fees and expenses assessed or incurred by the Securities Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. .
(c) After preparing the Form 8-K, the Securities Administrator shall forward electronically a draft copy of the Form 8-K to the Depositor and the Master Servicer for review. Promptly upon receipt of such copy, but review no later than the close of business 12:00 p.m., New York time, on the third Business Day after following the Reportable Event, the . The Depositor shall notify the Securities Administrator in writing (which may be furnished provided electronically) of any changes to or approval of such Form 8-K. K no later than the close of business on the third Business Day following the Reportable Event. In the absence of any receipt of any written changes or approval from the Depositorapproval, the Securities Administrator shall be entitled to assume that such Form 8-K is in final form and the Securities Administrator may proceed with the execution and filing of the Form 8-K. A By 12:00 p.m., New York time, on the fourth Business Day after the occurrence of the Reportable Event, a duly authorized officer representative of the Master Servicer shall sign each the Form 8-K. K, then return an electronic or fax copy of such signed Form 8-K (with an 140 original executed hard copy to follow by overnight mail) to the Securities Administrator. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Securities Administrator will follow the procedures set forth in Section 11.0412.01(c). Promptly With respect to each Form 8-K prepared and filed by the Securities Administrator, promptly (but no later than 1 Business Day) after filing with the Commission, the Securities Administrator will, make available on its internet website a final executed copy of each Form 8-K prepared and filed by the Securities Administratorthereof. The parties to this Agreement acknowledge that the performance by the Master Servicer and the Securities Administrator of its duties under this Section 11.03 12.03 related to the timely preparation, execution and filing of Form 8-K is contingent upon such parties strictly observing all applicable deadlines in the performance of their duties under this Section 11.0312.03. Neither the Securities Administrator nor the Master Servicer nor the Securities Administrator shall have any liability for any loss, expense, damage or damage, claim arising out of or with respect to any failure to properly prepare, execute and/or timely file such Form 8-K, where such failure results from the Securities Administrator’s 's inability or failure to obtain or receive, on a timely basis, any information from any other party hereto (other than an Affiliate thereof) needed to prepare, arrange for execution or file such Form 8-K, not resulting from its own their respective negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Mortgage Loan Trust 2006-3ar)