Common use of Information to be Provided by the Servicer Clause in Contracts

Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (1) make best reasonable efforts within five (5) Business Days but in no event later than ten (10) Business Days following request by the Owner or any Depositor, provide to the Owner and such Depositor (or, as applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (g) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation AB Servicer”), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior delivery. Such information shall include, at a minimum: (A) the Regulation AB Servicer’s form of organization; (B) a description of how long the Regulation AB Servicer has been servicing residential mortgage loans; a general discussion of the Regulation AB Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB Servicer’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Securitization Transactions; information regarding the size, composition and growth of the Regulation AB Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation AB Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation AB Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2) the extent of outsourcing the Regulation AB Servicer utilizes; (3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation AB Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4) whether the Regulation AB Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5) such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation AB Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Securitization Transactions for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation AB Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Servicer could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Agreement or any Securitization Transaction; (E) information regarding advances made by the Regulation AB Servicer on the Mortgage Loans and the Regulation AB Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation AB Servicer to the effect that the Regulation AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation AB Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation AB Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; (H) information as to how the Regulation AB Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience; (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB Servicer; and (J) a description of any affiliation or relationship between the Regulation AB Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation AB Servicer by the Owner or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (d) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or any Subservicer and any of the parties specified in clause (J) of paragraph (c) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Securitization Transaction, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Securitization Transaction and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships. (e) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Securitization Transaction by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (g) In addition to such information as the Servicer, as Servicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). (h) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer or such Subservicer’s performance hereunder.

Appears in 4 contracts

Samples: Reconstituted Servicing Agreement (HarborView 2007-7), Servicing Agreement (HarborView 2007-2), Servicing Agreement (HarborView 2007-4)

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Information to be Provided by the Servicer. In connection with any Securitization Transaction Pass-Through Transfer the Servicer shall (1i) make best reasonable efforts within five (5) Business Days but in no event later than ten (10) Business Days following request by the Owner Seller, the Master Servicer or any Depositor, provide to the Owner Seller, the Master Servicer and such Depositor (or, as applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner Seller, the Master Servicer and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (ge) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner Seller, the Master Servicer and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner Seller, the Master Servicer and such Depositor) the information specified in paragraph (db) of this Section. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner Seller, the Master Servicer or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Securitized Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation AB Servicer”), as is requested for the purpose of compliance with Items Item 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior deliveryAB. Such information shall include, at a minimum: (A) the Regulation AB Servicer’s form of organization; (B) a description of how long the Regulation AB Servicer has been servicing residential mortgage loans; a general discussion of the Regulation AB Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB Servicer’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Securitization TransactionsAgreement; information regarding the size, composition and growth of the Regulation AB Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Securitized Loans and information on factors related to the Regulation AB Servicer that may be material, in the good faith judgment of the Owner Seller, the Master Servicer or any Depositor, to any analysis of the servicing of the Mortgage Securitized Loans or the related asset-backed securities, as applicable, including, without limitation: (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Securitized Loans involving the Regulation AB Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization TransactionPass-Through Transfer; (2) the extent of outsourcing the Regulation AB Servicer utilizes; (3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation AB Servicer as a servicer during the three-year period immediately preceding the related Securitization TransactionPass-Through Transfer; (4) whether the Regulation AB Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5) such other information as the Owner Servicer, the Master Servicer or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction Pass-Through Transfer to the Regulation AB Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Securitization Transactions for mortgage loans of a type similar to the Mortgage Securitized Loans; (D) information regarding the Regulation AB Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Servicer could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Agreement or any Securitization TransactionAgreement; (E) information regarding advances made by the Regulation AB Servicer on the Mortgage Securitized Loans and the Regulation AB Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization TransactionPass-Through Transfer, which may be limited to a statement by an authorized officer of the Regulation AB Servicer to the effect that the Regulation AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation AB Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Securitized Loans; (G) a description of the Regulation AB Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; (H) information as to how the Regulation AB Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience; (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB Servicer; and (J) a description of any affiliation or relationship between the Regulation AB Servicer and any of the following parties to a Securitization TransactionPass-Through Transfer, as such parties are identified to the Regulation AB Servicer by the Owner Seller, the Master Servicer or any Depositor in writing in advance of such Securitization TransactionPass-Through Transfer: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (db) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify provide prompt notice to the OwnerSeller, any the Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against involving the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction Pass-Through Transfer between the Servicer or any Subservicer and any of the parties specified in clause (J) of paragraph (ca) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization TransactionPass-Through Transfer, (C) any Event of Default under the terms of this Agreement or any Securitization TransactionAgreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Securitization Transaction and (ii) provide to the Owner Seller, the Master Servicer and any Depositor a description of such proceedings, affiliations or relationships. (ec) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Securitization Transaction by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner Seller, the Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner Seller, the Master Servicer and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner Seller, the Master Servicer and such Depositor, all information reasonably requested by the Owner Seller, the Master Servicer or any Depositor in order to comply with its the Depositor’s reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (gd) In addition to such information as the Servicer, as Servicerservicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction Pass-Through Transfer that includes any of the Mortgage Securitized Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall to the extent the Servicer or such Subservicer has knowledge provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets ) (Item 1121(a)(14) of Regulation AB). (he) The Servicer shall provide to the OwnerSeller, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and any Errors and Omissions Insurance policy, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer Servicer’s or such Subservicer’s performance hereunder.

Appears in 3 contracts

Samples: Servicing Agreement (MASTR Alternative Loan Trust 2006-3), Servicing Agreement (MASTR Alternative Loan Trust 2006-1), Servicing Agreement (MASTR Asset Securitization Trust 2006-3)

Information to be Provided by the Servicer. On or before March 31 of each calendar year, beginning March 31, 2014, the Servicer shall deliver to the Transferor and any other Person that will be responsible for signing, the Sarbanes Certification on behalf of the Trust, Cabela’s Credit Card Master Note Trust or the Transferor, with respect to a Securitization Transaction, a certification substantially in the form attached hereto as Exhibit J or such form as mutually agreed upon by the Transferor and the Servicer. In addition, in connection with any Securitization Transaction Transaction, the Servicer shall (1i) make best reasonable efforts within five (5) Business Days but in no event later than ten (10) Business Days following request by the Owner or any DepositorTransferor, provide to the Owner and such Depositor (or, as applicable, cause each Subservicer to provide)Transferor, in writing and in form and substance reasonably satisfactory to the Owner and such Depositorwriting, the information and materials specified in paragraphs (a), (b), (c) and (g) of this Section, and (ii) as promptly as practicable following notice to or discovery by the ServicerServicer of any changes to such information, provide to the Owner and any Depositor (Transferor, in writing and in form and substance reasonably satisfactory to the Owner and writing, such Depositor) the information specified in paragraph (d) of this Sectionupdated information. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner or any DepositorTransferor, the Servicer shall provide to the Transferor such information regarding the Servicer, as servicer of the Mortgage Loans, Servicer and each Subservicer (each of the Servicer and each the Subservicer, for purposes of this paragraph, a “Regulation AB ServicerServicing Party”), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 Item 1108 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior deliveryAB. Such information shall include, at a minimum: (Ai) the Regulation AB ServicerServicing Party’s name and form of organization; (Bii) a description of how long the Regulation AB Servicer Servicing Party has been servicing residential mortgage loanscredit card receivables; a general discussion of the Regulation AB ServicerServicing Party’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB ServicerServicing Party’s experience in, and procedures for, the servicing function it will perform under this Agreement and Agreement, any Securitization TransactionsSupplement, the Indenture or any Indenture Supplement; information regarding the size, composition and growth of the Regulation AB ServicerServicing Party’s portfolio of residential mortgage loans credit card accounts of a type similar to the Mortgage Loans Accounts and information on factors related to the Regulation AB Servicer Servicing Party that may be material, in the good faith judgment of the Owner or any DepositorTransferor, to any analysis of the servicing of the Mortgage Loans Receivables or the related asset-backed securities, as applicable, including, without limitation: (1A) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans credit card receivables involving the Regulation AB Servicer have Servicing Party defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2B) the extent of outsourcing the Regulation AB Servicer Servicing Party utilizes; (3C) whether there has been previous pervious disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans credit card receivables involving the Regulation AB Servicer Servicing Party as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4D) whether the Regulation AB Servicer Servicing Party has been terminated as servicer in a residential mortgage loan securitizationsecuritization of credit card receivables, either due to a servicing default or to application of a servicing performance test or trigger; and (5E) such other information as the Owner or any Depositor Transferor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (Ciii) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation AB ServicerServicing Party’s policies or procedures with respect to the servicing function it will perform under this Agreement and Agreement, any Securitization Transactions for mortgage loans of a type similar to Supplement, the Mortgage LoansIndenture or any Indenture Supplement; (Div) information regarding the Regulation AB ServicerServicing Party’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Servicer Servicing Party could have a material adverse effect on the performance by the Servicer Servicing Party of its servicing obligations under this Agreement Agreement, any Supplement, the Indenture or any Securitization TransactionIndenture Supplement; (E) information regarding advances made by the Regulation AB Servicer on the Mortgage Loans and the Regulation AB Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation AB Servicer to the effect that the Regulation AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (Fv) a description of the Regulation AB ServicerServicing Party’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loansservicing; (Gvi) a description of the Regulation AB ServicerServicing Party’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts;receivables; and (Hvii) information as to how the Regulation AB Servicer Servicing Party defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience; (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB Servicer; and (J) a description of any affiliation or relationship between the Regulation AB Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation AB Servicer by the Owner or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (d) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or any Subservicer and any of the parties specified in clause (J) of paragraph (c) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Securitization Transaction, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Securitization Transaction and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships. (e) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Securitization Transaction by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (gb) In addition to such information as the Servicer, as Servicer, Servicer is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to any Supplement, the deadline for the filing of Indenture or any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced Indenture Supplement, if so requested by the Servicer or any SubservicerTransferor, the Servicer or such Subservicer, as applicable, shall provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). (h) The Servicer shall provide to the OwnerTransferor such information regarding the performance or servicing of the Receivables as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the distribution reports otherwise required to be delivered monthly by the Servicer under this Agreement, any Master Servicer and any DepositorSupplement, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, financial information and reports, and such other information related to the Servicer Indenture or any Subservicer or Indenture Supplement, commencing with the Servicer or first such Subservicer’s performance hereunderreport due not less than ten (10) Business Days following such request.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Cabela's Master Credit Card Trust), Pooling and Servicing Agreement (Cabela's Master Credit Card Trust), Pooling and Servicing Agreement (Cabela's Master Credit Card Trust)

Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (1i) make best reasonable efforts within five (5) Business Days but in no event later than ten (10) Business Days following request by the Owner Purchaser or any Depositor, provide to the Owner Purchaser and such Depositor (or, as applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner Purchaser and such Depositor, the information and materials specified in paragraphs (a), (b), (cd) and (ge) of this SectionSubsection 33.04, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner Purchaser and such Depositor) the information specified in paragraph (db) of this SectionSubsection 33.04. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner Purchaser or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation AB ServicerServicer Entity”), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior deliveryAB. Such information shall include, at a minimum: (A) the Regulation AB ServicerServicer Entity’s form of organization; (B) a description of how long the Regulation AB Servicer Entity has been servicing residential mortgage loans; a general discussion of the Regulation AB ServicerServicer Entity’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB ServicerServicer Entity’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Securitization TransactionsReconstitution Agreements; information regarding the size, composition and growth of the Regulation AB ServicerServicer Entity’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation AB Servicer Entity that may be material, in the good faith judgment of the Owner Purchaser or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation AB Servicer Entity have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2) the extent of outsourcing the Regulation AB Servicer Entity utilizes; (3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation AB Servicer Entity as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4) whether the Regulation AB Servicer Entity has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5) such other information as the Owner Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation AB ServicerServicer Entity’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Securitization Transactions Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation AB ServicerServicer Entity’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Servicer Entity could have a material adverse effect on the performance by the Servicer Seller of its servicing obligations under this Agreement or any Securitization TransactionReconstitution Agreement; (E) information regarding advances made by the Regulation AB Servicer Entity on the Mortgage Loans and the Regulation AB ServicerServicer Entity’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation AB Servicer Entity to the effect that the Regulation AB Servicer Entity has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation AB ServicerServicer Entity’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation AB ServicerServicer Entity’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; (H) information as to how the Regulation AB Servicer Entity defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience; (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB ServicerServicer and each Subservicer; and (J) a description of any affiliation or relationship between the Regulation AB Servicer Servicer, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation AB Servicer by the Owner Purchaser or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (db) For If so requested by the Purchaser or any Depositor for the purpose of satisfying the its reporting obligation obligations under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify the OwnerPurchaser, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer, and (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or any Subservicer and any of the parties specified in clause (JD) of paragraph (ca) of this Section Subsection 33.04 (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Securitization Transaction, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Securitization Transaction and (ii) provide to the Owner Purchaser and any Depositor a description of such proceedings, affiliations or relationships. (ec) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Securitization Transaction Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner Purchaser and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner Purchaser and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner Purchaser and such Depositor, all information reasonably requested by the Owner Purchaser or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (gd) In addition to such information as the Servicer, as Servicer, Servicer is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced if so requested by the Servicer Purchaser or any SubservicerDepositor, the Servicer or such Subservicer, as applicable, shall provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). (h) The Servicer shall provide to the Owner, any Master Servicer Purchaser and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, financial information and reports, and such other information related available to the Servicer regarding the performance of the Loans as is reasonably required to facilitate preparation or any Subservicer distribution reports in accordance with Item 1121 or the Servicer or such Subservicer’s performance hereunderRegulation AB.

Appears in 3 contracts

Samples: Master Loan Purchase and Servicing Agreement (MASTR Alternative Loan Trust 2006-2), Loan Purchase and Servicing Agreement (MASTR Adjustable Rate Mortgages Trust 2007-1), Master Loan Purchase and Servicing Agreement (MASTR Alternative Loan Trust 2006-3)

Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (1i) make best reasonable efforts within five (5) Business Days but in no event later than ten (10) Business Days following request by the Owner or any Depositor, provide to the Owner and such Depositor (or, as applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (g) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation Reg AB Servicer”), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior deliveryAB. Such information shall include, at a minimum: (A) the Regulation Reg AB Servicer’s form of organization; (B) a description of how long the Regulation Reg AB Servicer has been servicing residential mortgage loans; a general discussion of the Regulation Reg AB Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation Reg AB Servicer’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Securitization TransactionsReconstitution Agreements; information regarding the size, composition and growth of the Regulation Reg AB Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation Reg AB Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation Reg AB Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2) the extent of outsourcing the Regulation Reg AB Servicer utilizes; (3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation Reg AB Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4) whether the Regulation Reg AB Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5) such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation Reg AB Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Securitization Transactions Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation Reg AB Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation Reg AB Servicer could have a material adverse effect on the performance by the Reg AB Servicer of its servicing obligations under this Agreement or any Securitization TransactionReconstitution Agreement; (E) information regarding advances made by the Regulation Reg AB Servicer on the Mortgage Loans and the Regulation Reg AB Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation Reg AB Servicer to the effect that the Regulation Reg AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation Reg AB Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation Reg AB Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; (H) information as to how the Regulation Reg AB Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience;; and (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation Reg AB Servicer; and (J) a description of any affiliation or relationship between the Regulation Reg AB Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation Reg AB Servicer by the Owner or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (d) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against involving the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or Servicer, any Subservicer and any of the parties specified in clause (J) of paragraph (c) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Securitization TransactionReconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Securitization Transaction Reconstitution Agreement and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships. (e) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Securitization Transaction Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (g) In addition to such information as the Servicer, as Servicerservicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). (hg) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer or such Subservicer’s performance hereunder.

Appears in 3 contracts

Samples: Reconstitution Agreement (HarborView 2007-2), Reconstitution Agreement (HarborView 2007-7), Servicing Agreement (Harborview 2006-Bu1)

Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (1) make best reasonable efforts within five (5) Business Days but in no event later than ten (10) Business Days following request by the Owner or any Depositor, provide to the Owner and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (g) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation AB Servicer”), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior delivery. Such information shall include, at a minimum: (A) the Regulation AB Servicer’s form of organization; (B) a description of how long the Regulation AB Servicer has been servicing residential mortgage loans; a general discussion of the Regulation AB Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB Servicer’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Securitization TransactionsReconstitution Agreements; information regarding the size, composition and growth of the Regulation AB Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation AB Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation AB Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2) the extent of outsourcing the Regulation AB Servicer utilizes; (3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation AB Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4) whether the Regulation AB Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5) such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation AB Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Securitization Transactions Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation AB Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Servicer could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Agreement or any Securitization TransactionReconstitution Agreement; (E) information regarding advances made by the Regulation AB Servicer on the Mortgage Loans and the Regulation AB Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation AB Servicer to the effect that the Regulation AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation AB Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation AB Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; (H) information as to how the Regulation AB Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience; (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB Servicer; and (J) a description of any affiliation or relationship between the Regulation AB Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation AB Servicer by the Owner or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (d) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or any Subservicer and any of the parties specified in clause (J) of paragraph (c) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Securitization TransactionReconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Securitization Transaction Reconstitution Agreement and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships. (e) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Securitization Transaction Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) In addition to such information as the Servicer, as servicer, is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the performance or servicing of the Mortgage Loans as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Additionally, the Servicer shall provide to the Owner or its designee any loan-level or pool information with respect to all, or a portion of, the Mortgage Loans necessary to prepare and confirm loss, prepayment and delinquency information required in connection with the provision of Static Pool Information pursuant to Item 1105 of Regulation AB. Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the servicer under this Agreement, commencing with the first such report due not less than ten Business Days following such request. Notwithstanding anything in this Article XI Section 2(c) to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (g) In addition to such information as the Servicer, as Servicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). (h) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer or such Subservicer’s performance hereunder.

Appears in 3 contracts

Samples: Servicing Agreement (HarborView 2007-6), Reconstituted Servicing Agreement (HarborView 2006-14), Reconstituted Servicing Agreement (HarborView 2006-10)

Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (1i) make best reasonable efforts within five (5) Business Days Days, but in no event later less than ten (10) Business Days Days, following request by the Owner or any Depositor, provide to the Owner and such Depositor Depositor, to the extent not previously provided, (or, as applicable, or cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (gf) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation AB Servicer”), as is requested for the purpose of compliance with Items Item 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior deliveryAB. Such information shall include, at a minimum: (A) the Regulation AB Servicer’s form of organization; (B) a description of how long the Regulation AB Servicer has been servicing residential mortgage loans; a general discussion of the Regulation AB Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB Servicer’s experience in, and procedures for, the servicing function it will perform under this the Agreement and any Securitization TransactionsReconstitution Agreements; information regarding the size, composition and growth of the Regulation AB Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation AB Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation AB Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2) the extent of outsourcing the Regulation AB Servicer utilizes; (3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation AB Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4) whether the Regulation AB Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5) such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation AB Servicer’s policies or procedures with respect to the servicing function it will perform under this the Agreement and any Securitization Transactions Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation AB Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Servicer could have a material adverse effect on the performance by the Servicer of its servicing obligations under this the Agreement or any Securitization TransactionReconstitution Agreement; (E) information regarding advances made by the Regulation AB Servicer on the Mortgage Loans and the Regulation AB Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation AB Servicer to the effect that the Regulation AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation AB Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation AB Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; (H) information as to how the Regulation AB Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience; (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB Servicer; and; (J) a description of any affiliation or relationship between the Regulation AB Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation AB Servicer by the Owner Purchaser or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; (2) the depositor;Depositor (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (db) For for the purpose of satisfying the reporting obligation obligations under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or any Subservicer and any of the parties specified in clause (JD) of paragraph (ca) of this Section (and any other parties identified in writing by the requesting party) with respect to such any Securitization Transaction, (C) any Event of Default under the terms of this the Agreement or any Securitization TransactionReconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this the Agreement or any Securitization Transaction Reconstitution Agreement and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships. (ec) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this the Agreement or any Securitization Transaction Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner Owner, any Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply with its reporting obligation obligations under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (gd) In addition to such information as the Servicer, as Servicerservicer, is obligated to provide pursuant to other provisions of the Agreement or this Agreement, Addendum not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall (but only to the extent the Servicer or such Subservicer has knowledge), provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, data and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(111121(a) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(1211) of Regulation AB); and (iiiii) information regarding new asset-backed securities issuances backed by the same pool assets, any material pool asset changes (such as, additions, additions substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets repurchases (Item 1121(a)(141121 (a) (14) of Regulation AB). (he) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial information and reports, and such other information related to the Servicer Owner or any Subservicer or the Servicer Owner or the Owner’s or such Subservicer’s performance hereunder.

Appears in 3 contracts

Samples: Loan Servicing Agreement (Sequoia Mortgage Trust 2007-4), Loan Servicing Agreement (Sequoia Residential Funding Inc), Loan Servicing Agreement (Sequoia Mortgage Trust 2007-3)

Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (1i) make best reasonable efforts within five (5) Business Days but in no event later than ten (10) Business Days following request by the Owner or any Depositor, provide to the Owner and such Depositor (or, as applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (ge) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation AB Servicer”), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior deliveryAB. Such information shall include, at a minimum: (A) the Regulation AB Servicer’s form of organization; (B) a description of how long the Regulation AB Servicer has been servicing residential mortgage loans; a general discussion of the Regulation AB Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB Servicer’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Securitization TransactionsReconstitution Agreements; information regarding the size, composition and growth of the Regulation AB Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation AB Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1i) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation AB Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2ii) the extent of outsourcing the Regulation AB Servicer utilizes; (3iii) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation AB Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4iv) whether the Regulation AB Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5v) such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation AB Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Securitization Transactions Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation AB Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Servicer could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Agreement or any Securitization TransactionReconstitution Agreement; (E) information regarding advances made by the Regulation AB Servicer on the Mortgage Loans and the Regulation AB Servicer’s overall servicing portfolio of residential mortgage loans for the three-three- year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation AB Servicer to the effect that the Regulation AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation AB Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation AB Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts;; and (H) information as to how the Regulation AB Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience;. (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB Servicer; and (J) a description of any affiliation or relationship between the Regulation AB Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation AB Servicer by the Owner or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; Sponsor; (2) the depositor; Depositor; (3) the issuing entity; ; (4) any servicer; ; (5) any trustee; ; (6) any originator; ; (7) any significant obligor; ; (8) any enhancement or support provider; and and (9) any other material transaction party. (db) For the purpose of satisfying the reporting obligation obligations of an Owner, Master Servicer or Depositor under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against involving the Servicer or Servicer, any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or Servicer, any Subservicer and any of the parties specified in clause (J) of paragraph (ca) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Securitization TransactionReconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Securitization Transaction Reconstitution Agreement, and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships. (ec) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Securitization Transaction Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner Owner, any Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (gd) In addition to such information as the Servicer, as Servicerservicer, is obligated to provide pursuant to other provisions of this Agreement, Agreement not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall shall, to the extent the Servicer or such Subservicer has knowledge, provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). (he) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer Servicer’s or such Subservicer’s performance hereunder.

Appears in 2 contracts

Samples: Master Servicing Agreement (Sequoia Mortgage Trust 2007-1), Master Servicing Agreement (Sequoia Mortgage Trust 2007-2)

Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (1i) make best reasonable efforts within five (5) Business Days but in no event later than ten (10) Business Days following request by the Owner or any Depositor, provide to the Owner and such Depositor (or, as applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (ge) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation AB Servicer”), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior deliveryAB. Such information shall include, at a minimum: (A) the Regulation AB Servicer’s form of organization; (B) a description of how long the Regulation AB Servicer has been servicing residential mortgage loans; a general discussion of the Regulation AB Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB Servicer’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Securitization TransactionsReconstitution Agreements; information regarding the size, composition and growth of the Regulation AB Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation AB Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1i) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation AB Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2ii) the extent of outsourcing the Regulation AB Servicer utilizes; (3iii) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation AB Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4iv) whether the Regulation AB Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5v) such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation AB Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Securitization Transactions Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation AB Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Servicer could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Agreement or any Securitization TransactionReconstitution Agreement; (E) information regarding advances made by the Regulation AB Servicer on the Mortgage Loans and the Regulation AB Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation AB Servicer to the effect that the Regulation AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation AB Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation AB Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts;; and (H) information as to how the Regulation AB Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience;. (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB Servicer; and (J) a description of any affiliation or relationship between the Regulation AB Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation AB Servicer by the Owner or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsorSponsor; (2) the depositorDepositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (db) For the purpose of satisfying the reporting obligation obligations of an Owner, Master Servicer or Depositor under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against involving the Servicer or Servicer, any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or Servicer, any Subservicer and any of the parties specified in clause (J) of paragraph (ca) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Securitization TransactionReconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Securitization Transaction Reconstitution Agreement, and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships. (ec) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Securitization Transaction Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner Owner, any Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (gd) In addition to such information as the Servicer, as Servicerservicer, is obligated to provide pursuant to other provisions of this Agreement, Agreement not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall shall, to the extent the Servicer or such Subservicer has knowledge, provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). (he) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer Servicer’s or such Subservicer’s performance hereunder.

Appears in 2 contracts

Samples: Master Servicing Agreement (Sequoia Mortgage Trust 2007-4), Master Servicing Agreement (Sequoia Mortgage Trust 2007-3)

Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (1i) make best reasonable efforts within five (5) Business Days but in no event later than ten (10) Business Days following request by the Owner or any Depositor, provide to the Owner and such Depositor (or, as applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (g) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section. (a) [Reservedreserved] (b) [Reservedreserved] (c) If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation AB Servicer”), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior deliveryAB. Such information shall include, at a minimum: (A) the Regulation AB Servicer’s form of organization; (B) a description of how long the Regulation AB Servicer has been servicing residential mortgage loans; a general discussion of the Regulation AB Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB Servicer’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Securitization TransactionsReconstitution Agreements; information regarding the size, composition and growth of the Regulation AB Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation AB Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation AB Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2) the extent of outsourcing the Regulation AB Servicer utilizes; (3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation AB Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4) whether the Regulation AB Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5) such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation AB Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Securitization Transactions Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation AB Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Servicer could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Agreement or any Securitization TransactionReconstitution Agreement; (E) information regarding advances made by the Regulation AB Servicer on the Mortgage Loans and the Regulation AB Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation AB Servicer to the effect that the Regulation AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation AB Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation AB Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; (H) information as to how the Regulation AB Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience; (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB Servicer; and (J) a description of any affiliation or relationship between the Regulation AB Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation AB Servicer by the Owner or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (d) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against involving the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or any Subservicer and any of the parties specified in clause (J) of paragraph (c) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Securitization TransactionReconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Securitization Transaction Reconstitution Agreement and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships. (e) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Securitization Transaction Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner Owner, Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply with its the Depositor’s reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (g) In addition to such information as the Servicer, as Servicerservicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall shall, to the extent the Servicer or such Subservicer has knowledge, provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). (hg) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, copies or other evidence of fidelity bond insurance and errors and omission insurance policy financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer or such Subservicer’s performance hereunder.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sd3), Assignment, Assumption and Recognition Agreement (ACE Securities Corp. Home Equity Loan Trust, Series 2006-Sd1)

Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall to the extent not previously provided (1i) make best reasonable efforts within five (5) Business Days as soon as reasonably practicable but in no event later more than ten (10) Business Days following request by the Owner or any Depositor, provide to the Owner and such Depositor (or, as applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (g) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section. (a) [Reservedreserved] (b) [Reservedreserved] (c) If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation AB Servicer”), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior deliveryAB. Such information shall include, at a minimum: (A) the Regulation AB Servicer’s form of organization; (B) a description of how long the Regulation AB Servicer has been servicing residential mortgage loans; a general discussion of the Regulation AB Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB Servicer’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Securitization Transactions; information regarding the size, composition and growth of the Regulation AB Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation AB Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation AB Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2) the extent of outsourcing the Regulation AB Servicer utilizes; (3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation AB Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4) whether the Regulation AB Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5) such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation AB Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Securitization Transactions Transaction for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation AB Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Servicer could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Agreement or any Securitization Transaction; (E) information regarding advances made by the Regulation AB Servicer on the Mortgage Loans and the Regulation AB Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation AB Servicer to the effect that the Regulation AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation AB Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation AB Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; (H) information as to how the Regulation AB Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience; (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB Servicer; and (J) a description of any affiliation or relationship between the Regulation AB Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation AB Servicer by the Owner or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (d) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against involving the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or any Subservicer and any of the parties specified in clause (J) of paragraph (c) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Securitization Transaction, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Securitization Transaction and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships. (e) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Securitization Transaction by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply with its the Depositor’s reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (g) In addition to such information as the Servicer, as Servicerservicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall shall, to the extent the Servicer or such Subservicer has knowledge, provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets ) (Item 1121(a)(14) of Regulation AB). (hg) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including upon request evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omissions Insurance policy, publicly available financial information and reports, and such other information reasonably related to the Servicer or any Subservicer or the Servicer Servicer’s or such Subservicer’s performance hereunder.

Appears in 2 contracts

Samples: Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-1), Servicing Agreement (Deutsche Alt-B Securities Mortgage Loan Trust, Series 2007-Ab1)

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Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (1i) make best reasonable efforts within five (5) Business Days Days, but in no event later less than ten (10) Business Days Days, following request by the Owner or any Depositor, provide to the Owner and such Depositor Depositor, to the extent not previously provided, (or, as applicable, or cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (gf) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation AB Servicer”), as is requested for the purpose of compliance with Items Item 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior deliveryAB. Such information shall include, at a minimum: (A) the Regulation AB Servicer’s form of organization; (B) a description of how long the Regulation AB Servicer has been servicing residential mortgage loans; a general discussion of the Regulation AB Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB Servicer’s experience in, and procedures for, the servicing function it will perform under this the Agreement and any Securitization TransactionsReconstitution Agreements; information regarding the size, composition and growth of the Regulation AB Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation AB Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation AB Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2) the extent of outsourcing the Regulation AB Servicer utilizes; (3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation AB Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4) whether the Regulation AB Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5) such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation AB Servicer’s policies or procedures with respect to the servicing function it will perform under this the Agreement and any Securitization Transactions Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation AB Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Servicer could have a material adverse effect on the performance by the Servicer of its servicing obligations under this the Agreement or any Securitization TransactionReconstitution Agreement; (E) information regarding advances made by the Regulation AB Servicer on the Mortgage Loans and the Regulation AB Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation AB Servicer to the effect that the Regulation AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation AB Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation AB Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; (H) information as to how the Regulation AB Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience; (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB Servicer; and; (J) a description of any affiliation or relationship between the Regulation AB Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation AB Servicer by the Owner Purchaser or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; sponsor (2) the depositor; Depositor (3) the issuing entity; ; (4) any servicer; ; (5) any trustee; ; (6) any originator; ; (7) any significant obligor; ; (8) any enhancement or support provider; and and (9) any other material transaction party. (db) For for the purpose of satisfying the reporting obligation obligations under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or any Subservicer and any of the parties specified in clause (JD) of paragraph (ca) of this Section (and any other parties identified in writing by the requesting party) with respect to such any Securitization Transaction, (C) any Event of Default under the terms of this the Agreement or any Securitization TransactionReconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this the Agreement or any Securitization Transaction Reconstitution Agreement and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships. (ec) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this the Agreement or any Securitization Transaction Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner Owner, any Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply with its reporting obligation obligations under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (gd) In addition to such information as the Servicer, as Servicerservicer, is obligated to provide pursuant to other provisions of the Agreement or this Agreement, Addendum not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall (but only to the extent the Servicer or such Subservicer has knowledge), provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, data and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(111121(a) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(1211) of Regulation AB); and (iiiii) information regarding new asset-backed securities issuances backed by the same pool assets, any material pool asset changes (such as, additions, additions substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets repurchases (Item 1121(a)(141121 (a) (14) of Regulation AB). (he) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial information and reports, and such other information related to the Servicer Owner or any Subservicer or the Servicer Owner or the Owner’s or such Subservicer’s performance hereunder.

Appears in 1 contract

Samples: Loan Servicing Agreement (Sequoia Mortgage Trust 2007-2)

Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (1i) make best reasonable efforts within five (5) Business Days but in no event later than ten (10) Business Days following request by the Owner or any Depositor, provide to the Owner and such Depositor (or, as applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (g) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation AB Securitization Servicer”), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior deliveryAB. Such information shall include, at a minimum: (A) the Regulation AB Securitization Servicer’s form of organization; (B) a description of how long the Regulation AB Securitization Servicer has been servicing residential mortgage loans; a general discussion of the Regulation AB Securitization Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB Securitization Servicer’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Securitization TransactionsReconstitution Agreements; information regarding the size, composition and growth of the Regulation AB Securitization Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation AB Securitization Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation AB Securitization Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2) the extent of outsourcing the Regulation AB Securitization Servicer utilizes; (3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation AB Securitization Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4) whether the Regulation AB Securitization Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5) such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation AB Securitization Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Securitization Transactions Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation AB Securitization Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Securitization Servicer could have a material adverse effect on the performance by the Securitization Servicer of its servicing obligations under this Agreement or any Securitization TransactionReconstitution Agreement; (E) information regarding advances made by the Regulation AB Securitization Servicer on the Mortgage Loans and the Regulation AB Securitization Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation AB Securitization Servicer to the effect that the Regulation AB Securitization Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation AB Securitization Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation AB Securitization Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; (H) information as to how the Regulation AB Securitization Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience;; and (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB Securitization Servicer; and (J) a description of any affiliation or relationship between the Regulation AB Securitization Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation AB Securitization Servicer by the Owner or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (d) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against involving the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or any Subservicer and any of the parties specified in clause (J) of paragraph (c) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Securitization TransactionReconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Securitization Transaction Reconstitution Agreement and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships. (e) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Securitization Transaction Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner Owner, any Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (g) In addition to such information as the Servicer, as Servicerservicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall shall, to the extent the Servicer or such Subservicer has knowledge, provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB)) to the extent such material breaches are known to Servicer; and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets ) (Item 1121(a)(14) of Regulation AB). (hg) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer or such Subservicer’s performance hereunder.

Appears in 1 contract

Samples: Servicing Agreement (MASTR Second Lien Trust 2006-1)

Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (1) make best reasonable efforts within five (5) Business Days but in no event later than ten (10) Business Days following request by the Owner or any Depositor, provide to the Owner and such Depositor (or, as applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (g) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation AB Servicer”), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior delivery. Such information shall include, at a minimum: (A) the Regulation AB Servicer’s form of organization; (B) a description of how long the Regulation AB Servicer has been servicing residential mortgage loans; a general discussion of the Regulation AB Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB Servicer’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Securitization Transactions; information regarding the size, composition and growth of the Regulation AB Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation AB Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation AB Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2) the extent of outsourcing the Regulation AB Servicer utilizes; (3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation AB Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4) whether the Regulation AB Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5) such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation AB Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Securitization Transactions for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation AB Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Servicer could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Agreement or any Securitization Transaction; (E) information regarding advances made by the Regulation AB Servicer on the Mortgage Loans and the Regulation AB Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation AB Servicer to the effect that the Regulation AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation AB Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation AB Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; (H) information as to how the Regulation AB Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience; (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB Servicer; and (J) a description of any affiliation or relationship between the Regulation AB Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation AB Servicer by the Owner or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (d) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or any Subservicer and any of the parties specified in clause (J) of paragraph (c) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Securitization Transaction, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Securitization Transaction and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships. (e) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Securitization Transaction by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's ’s databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (g) In addition to such information as the Servicer, as Servicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). (h) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer or such Subservicer’s performance hereunder.

Appears in 1 contract

Samples: Reconstituted Servicing Agreement (Luminent 2006-4)

Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (1i) make best reasonable efforts within five (5) Business Days but in no event later than ten (10) Business Days following request by the Owner Master Servicer or any Depositor, provide to the Owner Master Servicer and such Depositor (or, as applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner Master Servicer and such Depositor, the information and materials specified in paragraphs (a), (b), (cd) and (ge) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner Master Servicer and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner Master Servicer and such Depositor) the information specified in paragraph (d) of b)of this Section. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner Master Servicer or any Depositor, the Servicer shall provide such information regarding the Servicer, its role as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation AB Servicer”), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior deliveryAB. Such information shall include, at a minimum: (A) the Regulation AB Servicer’s form of organization; (B) a description of how long the Regulation AB Servicer has been servicing residential mortgage loans; a general discussion of the Regulation AB Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB Servicer’s experience in, and procedures for, the servicing function it will perform under this Agreement and any Securitization TransactionsReconstitution Agreements; information regarding the size, composition and growth of the Regulation AB Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation AB Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation AB Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2) the extent of outsourcing the Regulation AB Servicer utilizes; (3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation AB Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4) whether the Regulation AB Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5) such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation AB Servicer’s policies or procedures with respect to the servicing function it will perform under this Agreement and any Securitization Transactions Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation AB Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Servicer could have a material adverse effect on the performance by the Servicer of its servicing obligations under this Agreement or any Securitization TransactionReconstitution Agreement; (E) information regarding advances made by the Regulation AB Servicer on the Mortgage Loans and the Regulation AB Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation AB Servicer to the effect that the Regulation AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation AB Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation AB Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; (H) information as to how the Regulation AB Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience; (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB Servicer; and (J) a description of any affiliation or relationship between the Regulation AB Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation AB Servicer by the Owner Master Servicer or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (db) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against involving the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or any Subservicer and any of the parties specified in clause (J) of paragraph (ca) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Securitization TransactionReconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Securitization Transaction Reconstitution Agreement and (ii) provide to the Owner Master Servicer and any Depositor a description of such proceedings, affiliations or relationships. (ec) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Securitization Transaction Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner Master Servicer and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner Master Servicer and such Depositor, all information reasonably requested by the Owner Master Servicer or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (gd) In addition to such information as the Servicer, as Servicer, Servicer is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall shall, to the extent the Servicer or such Subservicer has knowledge, provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). (he) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer or such Subservicer’s performance hereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Opteum Mortgage Acceptance CORP Trust 2006-2)

Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (1i) make best reasonable efforts within five (5) Business Days Days, but in no event later less than ten (10) Business Days Days, following request by the Owner or any Depositor, provide to the Owner and such Depositor Depositor, to the extent not previously provided, (or, as applicable, or cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (gf) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation AB Servicer”), as is requested for the purpose of compliance with Items Item 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior deliveryAB. Such information shall include, at a minimum: (A) the Regulation AB Servicer’s form of organization; (B) a description of how long the Regulation AB Servicer has been servicing residential mortgage loans; a general discussion of the Regulation AB Servicer’s experience in servicing assets of any type as well as a more detailed discussion of the Regulation AB Servicer’s experience in, and procedures for, the servicing function it will perform under this the Agreement and any Securitization TransactionsReconstitution Agreements; information regarding the size, composition and growth of the Regulation AB Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation AB Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation AB Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2) the extent of outsourcing the Regulation AB Servicer utilizes; (3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation AB Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4) whether the Regulation AB Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5) such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation AB Servicer’s policies or procedures with respect to the servicing function it will perform under this the Agreement and any Securitization Transactions Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation AB Servicer’s financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation AB Servicer could have a material adverse effect on the performance by the Servicer of its servicing obligations under this the Agreement or any Securitization TransactionReconstitution Agreement; (E) information regarding advances made by the Regulation AB Servicer on the Mortgage Loans and the Regulation AB Servicer’s overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation AB Servicer to the effect that the Regulation AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation AB Servicer’s processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation AB Servicer’s processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; (H) information as to how the Regulation AB Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience; (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation AB Servicer; and; (J) a description of any affiliation or relationship between the Regulation AB Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation AB Servicer by the Owner Purchaser or any Depositor in writing in advance of such Securitization Transaction: (11 ) the sponsor; (22 ) the depositor;Depositor (33 ) the issuing entity; (44 ) any servicer; (55 ) any trustee; (66 ) any originator; (77 ) any significant obligor; (8) 8 ) any enhancement or support provider; and (99 ) any other material transaction party. (db) For for the purpose of satisfying the reporting obligation obligations under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or any Subservicer and any of the parties specified in clause (JD) of paragraph (ca) of this Section (and any other parties identified in writing by the requesting party) with respect to such any Securitization Transaction, (C) any Event of Default under the terms of this the Agreement or any Securitization TransactionReconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s obligations under this the Agreement or any Securitization Transaction Reconstitution Agreement and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships. (ec) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this the Agreement or any Securitization Transaction Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner Owner, any Master Servicer and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply with its reporting obligation obligations under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (gd) In addition to such information as the Servicer, as Servicerservicer, is obligated to provide pursuant to other provisions of the Agreement or this Agreement, Addendum not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall (but only to the extent the Servicer or such Subservicer has knowledge), provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, data and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(111121(a) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(1211) of Regulation AB); and (iiiii) information regarding new asset-backed securities issuances backed by the same pool assets, any material pool asset changes (such as, additions, additions substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets repurchases (Item 1121(a)(141121 (a) (14) of Regulation AB). (he) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial information and reports, and such other information related to the Servicer Owner or any Subservicer or the Servicer Owner or the Owner’s or such Subservicer’s performance hereunder.

Appears in 1 contract

Samples: Loan Servicing Agreement (Sequoia Mortgage Trust 2007-1)

Information to be Provided by the Servicer. In connection with any Securitization Transaction the Servicer shall (1i) make best reasonable efforts within five (5) Business Days but in no event later than ten (10) Business Days following request by the Owner or any Depositor, provide to the Owner and such Depositor (or, as applicable, cause each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, the information and materials specified in paragraphs (a), (b), (c) and (g) of this Section, and (ii) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (d) of this Section. (a) [Reserved] (b) [Reserved] (c) If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer and each Subservicer, for purposes of this paragraph, a “Regulation "Reg AB Servicer"), as is requested for the purpose of compliance with Items 1108, 1117 and 1119 of Regulation AB provided, however, that the Servicer need not provide such information if such information was previously delivered to the Owner or any Depositor and such information has not changed since such prior deliveryAB. Such information shall include, at a minimum: (A) the Regulation Reg AB Servicer’s 's form of organization; (B) a description of how long the Regulation Reg AB Servicer has been servicing residential mortgage loans; a general discussion of the Regulation Reg AB Servicer’s 's experience in servicing assets of any type as well as a more detailed discussion of the Regulation Reg AB Servicer’s 's experience in, and procedures for, the servicing function it will perform under this Agreement and any Securitization TransactionsReconstitution Agreements; information regarding the size, composition and growth of the Regulation Reg AB Servicer’s 's portfolio of residential mortgage loans of a type similar to the Mortgage Loans and information on factors related to the Regulation Reg AB Servicer that may be material, in the good faith judgment of the Owner or any Depositor, to any analysis of the servicing of the Mortgage Loans or the related asset-backed securities, as applicable, including, without limitation: (1) whether any prior securitizations of mortgage loans of a type similar to the Mortgage Loans involving the Regulation Reg AB Servicer have defaulted or experienced an early amortization or other performance triggering event because of servicing during the three-year period immediately preceding the related Securitization Transaction; (2) the extent of outsourcing the Regulation Reg AB Servicer utilizes; (3) whether there has been previous disclosure of material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Regulation Reg AB Servicer as a servicer during the three-year period immediately preceding the related Securitization Transaction; (4) whether the Regulation Reg AB Servicer has been terminated as servicer in a residential mortgage loan securitization, either due to a servicing default or to application of a servicing performance test or trigger; and (5) such other information as the Owner or any Depositor may reasonably request for the purpose of compliance with Item 1108(b)(2) of Regulation AB; (C) a description of any material changes during the three-year period immediately preceding the related Securitization Transaction to the Regulation Reg AB Servicer’s 's policies or procedures with respect to the servicing function it will xxxx perform under this Agreement and any Securitization Transactions Reconstitution Agreements for mortgage loans of a type similar to the Mortgage Loans; (D) information regarding the Regulation Reg AB Servicer’s 's financial condition, to the extent that there is a material risk that an adverse financial event or circumstance involving the Regulation Reg AB Servicer could have a material adverse effect on the performance by the Reg AB Servicer of its servicing obligations under this Agreement or any Securitization TransactionReconstitution Agreement; (E) information regarding advances made by the Regulation Reg AB Servicer on the Mortgage Loans and the Regulation Reg AB Servicer’s 's overall servicing portfolio of residential mortgage loans for the three-year period immediately preceding the related Securitization Transaction, which may be limited to a statement by an authorized officer of the Regulation Reg AB Servicer to the effect that the Regulation Reg AB Servicer has made all advances required to be made on residential mortgage loans serviced by it during such period, or, if such statement would not be accurate, information regarding the percentage and type of advances not made as required, and the reasons for such failure to advance; (F) a description of the Regulation Reg AB Servicer’s 's processes and procedures designed to address any special or unique factors involved in servicing loans of a similar type as the Mortgage Loans; (G) a description of the Regulation Reg AB Servicer’s 's processes for handling delinquencies, losses, bankruptcies and recoveries, such as through liquidation of mortgaged properties, sale of defaulted mortgage loans or workouts; (H) information as to how the Regulation Reg AB Servicer defines or determines delinquencies and charge-offs, including the effect of any grace period, re-aging, restructuring, partial payments considered current or other practices with respect to delinquency and loss experience;; and (I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Regulation Reg AB Servicer; and (J) a description of any affiliation or relationship between the Regulation Reg AB Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Regulation Reg AB Servicer by the Owner or any Depositor in writing in advance of such Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (d) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) ) (i) notify provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings pending against involving the Servicer or any Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or Servicer, any Subservicer and any of the parties specified in clause (J) of paragraph (c) of this Section (and any other parties identified in writing by the requesting party) with respect to such Securitization Transaction, (C) any Event of Default under the terms of this Agreement or any Securitization TransactionReconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s 's entry into an agreement with a Subservicer or Subcontractor to perform or assist in the performance of any of the Servicer’s 's obligations under this Agreement or any Securitization Transaction Reconstitution Agreement and (ii) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships. (e) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Securitization Transaction Reconstitution Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner and any Depositor, at least 15 calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner or any Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities. (f) Notwithstanding anything in this Article XI to the contrary, the Servicer shall be under no obligation to provide any information that he Owner or any Depositor deem required under Regulation AB if (i) the Servicer does not believe that such information is required under Regulation AB and (ii) the Servicer is not providing such information for securitizations on its own shelf registration on Form S-3 (or any shelf registration on Form S-3 of any of its affiliates relating to the same asset type) unless either the Owner or such Depositor pays all reasonable incremental costs incurred by the Servicer in connection with the preparation and delivery of such information. The Servicer shall deliver any such information prepared pursuant to the prior sentence within 15 days of such written request, if such information is quantitative information set forth on, or which may be derived from, information in the Servicer's databases, or otherwise within a commercially reasonable time taking into account the time required to implement the necessary systems and procedures to produce such information. (g) In addition to such information as the Servicer, as Servicerservicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below): (i) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB); (ii) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and (iii) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB). (hg) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, such additional information as such party may reasonably request, including evidence of the authorization of the person signing any certification or statement, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer or such Subservicer’s 's performance hereunder.

Appears in 1 contract

Samples: Servicing Agreement (Luminent Mortgage Trust 2006-6)

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