Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund: (i) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to such party specified on a certification delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 14 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Flx1), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Ar8), Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A8)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 15th of each calendar ~~year~~year in which a Form 10-K is required to be filed on behalf of the Trust Fund, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit O hereto, unless such other form is mutually agreed upon and delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (iii) The Master Servicer shall cause each Subservicer that is a Reporting Subcontractor engaged by it to deliver to the Depositor an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~10.7. (iv) The Trustee shall cause each Reporting Subcontractor engaged by it to deliver to the Depositor and the Master Servicer an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section. (vb) ~~The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute)~~ Each assessment of compliance provided by a ~~reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided~~ Subservicer pursuant to Section ~~3.17, (B~~10.7(a)(iii) ~~annual report~~ shall address each of the Servicing Criteria specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a certification ~~that each such annual compliance statement or report discloses any deficiencies or defaults described~~ substantially in the form of Exhibit O hereto delivered to the ~~registered public accountants~~ Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~10.7(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~10.7(a)(i).

Appears in 10 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-1), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Aa8), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Aa6)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar ~~year~~year in which a Form 10-K is required to be filed on behalf of the Trust Fund, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit O hereto, unless such other form is mutually agreed upon and delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (iii) The Master Servicer shall cause each Subservicer that is a Reporting Subcontractor engaged by it to deliver to the Depositor an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~10.7. (iv) The Trustee shall cause each Reporting Subcontractor engaged by it to deliver to the Depositor and the Master Servicer an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section. (vb) ~~The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute)~~ Each assessment of compliance provided by a ~~reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided~~ Subservicer pursuant to Section ~~3.17, (B~~10.7(a)(iii) ~~annual report~~ shall address each of the Servicing Criteria specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a certification ~~that each such annual compliance statement or report discloses any deficiencies or defaults described~~ substantially in the form of Exhibit O hereto delivered to the ~~registered public accountants~~ Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~10.7(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~10.7(a)(i).

Appears in 10 contracts

Samples: Pooling and Servicing Agreement (Fund America Investors Corp Ii), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa4), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa5)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit V hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07~~. (vi) The Trustee shall execute (and~~ . In the event the Master Servicer, any Subservicer, the Trustee ~~shall cause each~~ or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide a certification to ~~execute) a reliance certificate to enable~~ the ~~Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided~~ Certifying Person pursuant to this Section 11.07 ~~and (C) accountant's report provided pursuant~~ with respect to the period of time it was subject to this ~~Section 11.07 and shall include a certification that each such report discloses any deficiencies~~ Agreement or ~~defaults described~~ provided services with respect to the ~~registered public accountants of such Person to enable such accountants to render~~ Trust Fund, the ~~certificates provided for in this Section 11.07~~Certificates or the Mortgage Loans. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit V hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 9 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-9t1), Pooling and Servicing Agreement (Alternative Loan Trust 2006-2cb), Pooling and Servicing Agreement (Alternative Loan Trust 2006-13t1)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 15th of each calendar ~~year~~year in which a Form 10-K is required to be filed on behalf of the Trust Fund, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2008: (i) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit O hereto, unless such other form is mutually agreed upon and delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (iii) The Master Servicer shall cause each Subservicer that is a Reporting Subcontractor engaged by it to deliver to the Depositor an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~10.7. (iv) The Trustee shall cause each Reporting Subcontractor engaged by it to deliver to the Depositor and the Master Servicer an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section. (vb) ~~The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute)~~ Each assessment of compliance provided by a ~~reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided~~ Subservicer pursuant to Section ~~3.17, (B~~10.7(a)(iii) ~~annual report~~ shall address each of the Servicing Criteria specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a certification ~~that each such annual compliance statement or report discloses any deficiencies or defaults described~~ substantially in the form of Exhibit O hereto delivered to the ~~registered public accountants~~ Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~10.7(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~10.7(a)(i).

Appears in 9 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-6), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Aa2), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Aa1)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07~~. (vi) The Trustee shall execute (and~~ . In the event the Master Servicer, any Subservicer, the Trustee ~~shall cause each~~ or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide a certification to ~~execute) a reliance certificate to enable~~ the ~~Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided~~ Certifying Person pursuant to this Section 11.07 ~~and (C) accountant's report provided pursuant~~ with respect to the period of time it was subject to this ~~Section 11.07 and shall include a certification that each such report discloses any deficiencies~~ Agreement or ~~defaults described~~ provided services with respect to the ~~registered public accountants of such Person to enable such accountants to render~~ Trust Fund, the ~~certificates provided for in this Section 11.07~~Certificates or the Mortgage Loans. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-27cb), Pooling and Servicing Agreement (Alternative Loan Trust 2006-24cb), Pooling and Servicing Agreement (Alternative Loan Trust 2006-25cb)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007~~2008, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund: (i) ~~Each of the~~ The Servicer ~~and the Trustee~~ shall deliver to the ~~Depositor and~~ Trustee (with a copy to the ~~Servicer~~ Depositor) a report (in form and substance reasonably satisfactory to the ~~Depositor~~Trustee) regarding the Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to ~~such~~ each party specified on a certification delivered to the ~~Depositor concurrently with~~ Trustee substantially in the ~~execution~~ form of ~~this Agreement.~~ Exhibit S. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The ~~Depositor~~ Trustee and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) ~~Each of~~ The Servicer shall deliver to the ~~Servicer~~ Trustee, and the Trustee shall ~~deliver to the Depositor and the Servicer~~ provide on its own behalf, a report of a registered public accounting firm reasonably acceptable to the ~~Depositor~~ Trustee that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each of its Reporting ~~Subcontractor~~ Subcontractors to deliver to the ~~Depositor~~ Trustee (with a copy to the Depositor) an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each of its Reporting ~~Subcontractor~~ Subcontractors to deliver to the ~~Depositor~~ Trustee (with a copy to the Depositor) and the Servicer an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's ’s report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's ’s report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (IndyMac IMJA Mortgage Loan Trust 2007-A3), Pooling and Servicing Agreement (Residential Asset Securitization Trust 2007-A7), Pooling and Servicing Agreement (IndyMac IMJA Mortgage Loan Trust 2007-A4)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2017: (i) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be~~ Assessment signed by an authorized officer of ~~such Person and shall address each of~~ the ~~Servicing Criteria applicable to such party specified on a certification delivered to the Depositor concurrently with the execution of this Agreement~~Indenture Trustee. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the Servicer with respect to each of the Depositor’s and the Servicer’s duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 4.11. (ii) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a-18 and 15d-18 of the Exchange Act, Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 6 contracts

Samples: Sale and Servicing Agreement (California Republic Auto Receivables Trust 2017-1), Sale and Servicing Agreement (California Republic Auto Receivables Trust 2017-1), Sale and Servicing Agreement (California Republic Auto Receivables Trust 2016-2)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 5th of each calendar ~~year, commencing in 2007, unless no reporting obligation~~ year when the Depositor is required to file reports under the Exchange Act ~~exists at such time~~ with respect to the ~~Trust Fund~~related Securitization Transaction, commencing in 2012, the Company shall: (i) ~~Each of the Servicer and the Trustee shall~~ deliver to the Owner and any Master Servicer, or any Depositor ~~and~~ if a Master Servicer has not been identified for the ~~Servicer~~ related Securitization Transaction, a report (in form and substance reasonably satisfactory to ~~the Depositor~~such parties) regarding the ~~Servicer's or the Trustee's, as applicable,~~ Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to such parties and signed by an authorized officer of ~~such Person~~ the Company, and shall address each of the “Applicable Servicing ~~Criteria applicable to such party~~ Criteria” specified on a certification delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment.Exhibit B hereto; (ii) ~~Each of the Servicer and the Trustee shall~~ deliver to the Owner and any Master Servicer, or any Depositor ~~and~~ if a Master Servicer has not been identified for the ~~Servicer~~ related Securitization Transaction, a report of a registered public accounting firm reasonably acceptable to ~~the Depositor~~ such parties that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Company and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect.; (iii) ~~The Servicer shall~~ cause each ~~Reporting~~ Subservicer, and each Subcontractor determined by the Company pursuant to Section 2.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section.; and (viv) ~~The Servicer shall execute (~~deliver, and ~~the Servicer shall~~ cause each ~~Reporting~~ Subservicer, and each Subcontractor ~~to execute) a reliance certificate to enable~~ determined by the ~~Certification Parties to rely upon each (A) annual compliance statement provided~~ Company pursuant to Section ~~3.17~~2.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver, to the Owner and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, and any other Person that will be responsible for signing the certification (Ba “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit A. The Company acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Owner nor any Depositor will request delivery of a certification under clause (a)(iv) above unless a Depositor is required under the Exchange Act to file an annual report on ~~assessments of compliance~~ Form 10-K with ~~servicing criteria provided pursuant~~ respect to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07an issuing entity whose asset pool includes Mortgage Loans. (b) In Each assessment of compliance provided by a Subservicer pursuant to Section 2.05(a)(iii) shall address each of the ~~event~~ Servicing Criteria specified on substantially Exhibit B hereto or, in the ~~Servicer~~case of a Subservicer subsequently appointed as such, ~~the Trustee~~ on or ~~Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect~~ prior to the ~~period~~ date of ~~time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c)~~ such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii) or (iv~~2.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the ~~Servicer or the Trustee, as applicable,~~ Company pursuant to Section ~~11.07(a)(i)~~2.06.

Appears in 6 contracts

Samples: Flow Mortgage Loan Servicing Agreement (Sequoia Mortgage Trust 2013-7), Flow Mortgage Loan Servicing Agreement (Sequoia Mortgage Trust 2013-3), Flow Mortgage Loan Servicing Agreement (Sequoia Mortgage Trust 2013-1)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund: (i) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to ~~such~~ each party specified on a certification ~~delivered to~~ substantially in the ~~Depositor concurrently with the execution~~ form of ~~this Agreement.~~ Exhibit S. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Ar11), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Ar33), Pooling and Servicing Agreement (IndyMac INDA Mortgage Loan Trust 2006-Ar2)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 15th of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2008: (i1) Each of the ~~Servicer~~ Master Servicer, the Securities Administrator and the ~~Trustee~~ Custodians shall deliver to the Depositor and the ~~Servicer~~ Securities Administrator a report ~~(in form and substance reasonably satisfactory to the Depositor)~~ regarding the Master Servicer's ’s, the Securities Administrator’s or ~~the Trustee's~~Custodians’, as applicable, assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB; provided, however, the Securities Administrator and Custodians shall deliver such report until the Trust fund is no longer reporting under the Exchange Act after a Form 15 is filed pursuant to Section 13.05. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to ~~such party specified on a certification~~ it identified in Exhibit K hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria so specified are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and ~~the Servicer, and each of their~~ its respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the ~~Servicer~~ Master Servicer, the Securities Administrator and the ~~Trustee~~ Custodians shall deliver to the ~~Depositor~~ Depositor, the Securities Administrator and the Master Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer~~ Master Servicer, the Securities Administrator or the ~~Trustee~~Custodians, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (~~iii~~3) The Master Servicer shall cause each Servicer and Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~13.07. (iv4) The ~~Trustee~~ Securities Administrator shall cause each Reporting Subcontractor under its employ, if any, to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (vb) ~~The~~ Each assessment of compliance provided by the Securities Administrator, the Master Servicer ~~shall execute (and~~ or the ~~Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided~~ Custodians pursuant to Section ~~3.17, (B~~13.07(a)(2) ~~annual report~~ shall address each of the Servicing Criteria applicable to it specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a ~~certification that each such annual compliance statement or report discloses any deficiencies or defaults described~~ Exhibit K hereto delivered to the ~~registered public accountants~~ Depositor concurrently with the execution of this Agreement or, in the case of a securities administrator, master servicer or custodian subsequently appointed as such, on or prior to the date of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~13.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified ~~by the Servicer or the Trustee, as applicable,~~ pursuant to Section ~~11.07(a)(i~~13.07(a)(1).

Appears in 5 contracts

Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2007-7), Master Servicing and Trust Agreement (GSAA Home Equity Trust 2007-7), Trust Agreement (GSAA Home Equity Trust 2007-8)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007~~2008, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund: (i) ~~Each of the~~ The Servicer ~~and the Trustee~~ shall deliver to the ~~Depositor and~~ Trustee (with a copy to the ~~Servicer~~ Depositor) a report (in form and substance reasonably satisfactory to the ~~Depositor~~Trustee) regarding the Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to ~~such~~ each party specified on a certification delivered to the ~~Depositor concurrently with~~ Trustee substantially in the ~~execution~~ form of ~~this Agreement.~~ Exhibit S. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The ~~Depositor~~ Trustee and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) ~~Each of~~ The Servicer shall deliver to the ~~Servicer~~ Trustee, and the Trustee shall ~~deliver to the Depositor and the Servicer~~ provide on its own behalf, a report of a registered public accounting firm reasonably acceptable to the ~~Depositor~~ Trustee that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each of its Reporting Subcontractor to deliver to the ~~Depositor~~ Trustee (with a copy to the Depositor) an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each of its Reporting Subcontractor to deliver to the ~~Depositor~~ Trustee and the Servicer (with a copy to the Depositor) an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's ’s report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's ’s report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Ar21ip), Pooling and Servicing Agreement (IndyMac INDA Mortgage Loan Trust 2007-Ar7), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Ar13)

Report on Assessment of Compliance and Attestation. ~~(a)~~ On or before March 15 of each calendar ~~year~~year beginning in 2008, ~~commencing in 2007, unless no reporting obligation under~~ the ~~Exchange Act exists at such time with respect to the Trust Fund~~Custodian shall: (ia) ~~Each of the Servicer and the Trustee shall~~ deliver to the Master Servicer, the Depositor and the ~~Servicer~~ Trustee a report ~~(in form and substance reasonably satisfactory to the Depositor)~~ regarding the ~~Servicer's or the Trustee's, as applicable,~~ Custodian’s assessment of compliance with the Servicing Criteria during the ~~immediately~~ preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. ~~Such report shall be signed~~ The Assessment of Compliance, as set forth in Regulation AB, must contain (i) a statement by ~~an authorized~~ such officer of ~~such Person and shall address each of~~ its responsibility for assessing compliance with the Servicing Criteria applicable to the Custodian, (ii) a statement by such ~~party specified on a certification delivered to~~ officer that the ~~Depositor concurrently with the execution of this Agreement. To the extent any of~~ Custodian used the Servicing Criteria ~~are not~~ attached as Exhibit Four hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Custodian, (iii) an assessment by such ~~Person~~officer of the Custodian’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities the Custodian performs with respect to asset-backed securities transactions taken as a whole involving ~~such Person and~~ the Custodian, that are backed by the same asset type ~~backing~~ as the ~~Certificates~~Mortgage Loans, ~~such report shall include such~~ (iv) a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to~~ has issued an attestation report on the ~~Depositor that attests to~~Custodian’s Assessment of Compliance for the period consisting of the preceding calendar year, and ~~reports on, the assessment of compliance made by Servicer or the Trustee,~~ (v) a statement as ~~applicable, and delivered pursuant~~ to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any which of the Servicing ~~Criteria~~ Criteria, if any, are not applicable to ~~such Person~~the Custodian, which statement shall be based on the activities the Custodian performs with respect to asset-backed securities transactions taken as a whole involving ~~such Person and~~ the Custodian, that are backed by the same asset type ~~backing~~ as the ~~Certificates, such~~ Mortgage Loans. Such report at a minimum shall ~~include such a statement~~ address each of the Servicing Criteria identified and marked on Exhibit Four attached hereto as being applicable to ~~that effect.~~the Custodian; and (~~iii~~b) ~~The Servicer shall cause each Reporting Subcontractor to~~ deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to Master Servicer, the Depositor and the ~~Servicer an assessment~~ Trustee a report by a registered public accounting firm that attests to, and reports on, the Assessment of ~~compliance~~ Compliance made by the Custodian, as required by Rules 13a-18 and ~~accountant's attestation as~~ 15d-18 of the Exchange Act and ~~when provided in paragraphs (a) and (b~~Item 1122(b) of ~~this Section~~Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. (vc) ~~The Servicer shall execute (and~~ Notwithstanding the ~~Servicer shall cause each Reporting Subcontractor~~ foregoing, an Assessment of Compliance is not required to ~~execute)~~ be delivered by the Custodian unless it is required as part of a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services Form 10-K with respect to the Trust Fund~~, the Certificates or the Mortgage Loans~~. (cd) ~~An assessment~~ In the event the Custodian is terminated under, or resigns pursuant to, the terms of ~~compliance~~ this Agreement, the Custodian shall provide an Assessment of Compliance and cause to be provided ~~by a Subcontractor~~ an Attestation Report pursuant to this Section ~~11.07(a)(iii)~~ 4.4 notwithstanding any such termination or ~~(iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i)~~resignation.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac2), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac3), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac5)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit V hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit V hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-7cb), Pooling and Servicing Agreement (Alternative Loan Trust 2006-4cb), Pooling and Servicing Agreement (Alternative Loan Trust 2006-11cb)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2008: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the ~~certificates~~ certification provided for in this Section 11.07~~. (vi) The Trustee shall execute (and~~ . In the event the Master Servicer, any Subservicer, the Trustee ~~shall cause each~~ or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide a certification to ~~execute) a reliance certificate to enable~~ the ~~Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided~~ Certifying Person pursuant to this Section 11.07 ~~and (C) accountant's report provided pursuant~~ with respect to the period of time it was subject to this ~~Section 11.07 and shall include a certification that each such report discloses any deficiencies~~ Agreement or ~~defaults described~~ provided services with respect to the ~~registered public accountants of such Person to enable such accountants to render~~ Trust Fund, the ~~certificates provided for in this Section 11.07~~Certificates or the Mortgage Loans. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Cwalt Inc), Pooling and Servicing Agreement (Cwalt Inc), Pooling and Servicing Agreement (Alternative Loan Trust 2007-14t2)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2008: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's ’s report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07~~. (vi) The Trustee shall execute (and~~ . In the event the Master Servicer, any Subservicer, the Trustee ~~shall cause each~~ or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide a certification to ~~execute) a reliance certificate to enable~~ the ~~Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided~~ Certifying Person pursuant to this Section 11.07 ~~and (C) accountant's report provided pursuant~~ with respect to the period of time it was subject to this ~~Section 11.07 and shall include a certification that each such report discloses any deficiencies~~ Agreement or ~~defaults described~~ provided services with respect to the ~~registered public accountants of such Person to enable such accountants to render~~ Trust Fund, the ~~certificates provided for in this Section 11.07~~Certificates or the Mortgage Loans. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-Hy6), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Hy7c), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Hy8c)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report ~~(in form and substance reasonably satisfactory to~~ of the ~~Depositor) regarding the Servicer~~Indenture Trustee's ~~or the Trustee's, as applicable,~~ assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as ~~required~~ set forth under Rules 13a-18 and 15d-18 of the Exchange Act (or any successor provisions) and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Appendix C hereto delivered to the Depositor concurrently with the execution of this ~~Agreement~~Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Depositor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria ~~assessment~~assessment and the attestation delivered pursuant to Section 10.5(b) below. (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a-18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (~~iii~~c) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Indenture Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Indenture Trustee pursuant to Section 10.5(a). (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bd) In the event the ~~Servicer, the~~ Indenture Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ 10.5 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust ~~Fund, the Certificates~~ or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 4 contracts

Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2006-1), Sale and Servicing Agreement (USAA Auto Owner Trust 2006-4), Sale and Servicing Agreement (USAA Auto Owner Trust 2006-2)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit Y hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-~~02(a)(3) and~~ 02(a)(3)and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section 3.17, (Bii) annual report on assessments of compliance with servicing criteria 177 provided pursuant to this Section 11.07 and (Ciii) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3)shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit Y hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii) or~~ 11.07(a)(3)or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2006-21), Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2006-21), Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2006-22)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, ~~commencing~~ in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect~~ which a Form 10-K is required to be filed on behalf of the Trust Fund, commencing in 2008: (i) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit O hereto, unless such other form is mutually agreed upon and delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (iii) The Master Servicer shall cause each Subservicer that is a Reporting Subcontractor engaged by it to deliver to the Depositor an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~10.7. (iv) The Trustee shall cause each Reporting Subcontractor engaged by it to deliver to the Depositor and the Master Servicer an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section. (vb) ~~The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute)~~ Each assessment of compliance provided by a ~~reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided~~ Subservicer pursuant to Section ~~3.17, (B~~10.7(a)(iii) ~~annual report~~ shall address each of the Servicing Criteria specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a certification ~~that each such annual compliance statement or report discloses any deficiencies or defaults described~~ substantially in the form of Exhibit O hereto delivered to the ~~registered public accountants~~ Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~10.7(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~10.7(a)(i).

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Fa3), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Fa4), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Fa5)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~20[ ]: (i1) Each of the ~~Servicer~~ Master Servicer, the Servicer, the Trust Administrator, the Custodian and the ~~Trustee~~ [Indenture Trustee] shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's, the Servicer's, the Trust Administrator's, the Custodian's or the [Indenture Trustee]'s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit J hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the ~~Servicer~~ Master Servicer, the Servicer, the Trust Administrator, the Custodian and the ~~Trustee~~ [Indenture Trustee] shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by ~~Servicer~~ Master Servicer, the Servicer, the Trust Administrator, the Custodian or the [Indenture Trustee], as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. (~~iii~~3) ~~The~~ Each of the Servicer and the Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) ~~The Trustee~~ Each of the Trust Administrator, the Custodian and the [Indenture Trustee] shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The ~~Servicer~~ Master Servicer, the Servicer, the Trust Administrator, the Custodian and the [Indenture Trustee] shall execute (and the Servicer and the Master Servicer shall cause each related Subservicer to execute, and the Master Servicer, the Servicer, the Trust Administrator, the Custodian and the [Indenture Trustee] shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~5.24, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the ~~certificates~~ Notes provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) . In the event the Master Servicer, the ~~Trustee~~ Servicer, any Subservicer, the Trust Administrator, the Custodian or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide ~~documents and information required by~~ a certification to the Certifying Person pursuant to this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the ~~Certificates~~ Notes or the Mortgage Loans. (cb) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit J hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the ~~Servicer~~ Master Servicer, the Servicer, the Trust Administrator, the Custodian or the [Indenture Trustee], as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 4 contracts

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

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit O hereto, unless such other form is mutually agreed upon delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (iii) The Master Servicer shall cause each Subservicer that is a Reporting Subcontractor engaged by it to deliver to the Depositor an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~10.7. (iv) The Trustee shall cause each Reporting Subcontractor engaged by it to deliver to the Depositor and the Master Servicer an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section. (vb) ~~The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute)~~ Each assessment of compliance provided by a ~~reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided~~ Subservicer pursuant to Section ~~3.17, (B~~10.7(a)(iii) ~~annual report~~ shall address each of the Servicing Criteria specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a certification ~~that each such annual compliance statement or report discloses any deficiencies or defaults described~~ substantially in the form of Exhibit O hereto delivered to the ~~registered public accountants~~ Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~10.7(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~10.7(a)(i).

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Ar1), Pooling and Servicing Agreement (First Horizon Asset Sec. Mort Pass THR Certs Ser 2006-Aa2), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa2)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-41cb), Pooling and Servicing Agreement (Alternative Loan Trust 2006-45t1), Pooling and Servicing Agreement (Alternative Loan Trust 2006-36t2)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Seller is required to file Exchange Act Reports in respect of the Issuer, on or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Seller and the Servicer a report ~~(in form and substance reasonably satisfactory to~~ of the ~~Depositor) regarding the Servicer~~Indenture Trustee's ~~or the Trustee's, as applicable,~~ assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as ~~required~~ set forth under Rules 13a-18 and 15d-18 of the Exchange Act (or any successor provisions) and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Appendix B hereto delivered to the ~~Depositor~~ Seller concurrently with the execution of this ~~Agreement~~Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Seller and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type ~~backing~~ as the ~~Certificates~~Receivables, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the ~~Servicer~~Seller with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria ~~assessment~~assessment and the attestation delivered pursuant to Section 11.05(b) below. (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Seller and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a-18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (~~iii~~c) The ~~Servicer~~ Indenture Trustee shall cause each Reporting Subcontractor to deliver to the ~~Depositor~~ Seller and the Servicer an assessment of compliance and ~~accountant's~~ accountants' attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~11. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 3 contracts

Samples: Sale and Servicing Agreement (DaimlerChrysler Auto Trust 2006-D), Sale and Servicing Agreement (DaimlerChrysler Auto Trust 2006-A), Sale and Servicing Agreement (DaimlerChrysler Auto Trust 2006-B)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007~~2008, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund: (i) ~~Each of the~~ The Servicer ~~and the Trustee~~ shall deliver to the ~~Depositor and~~ Trustee (with a copy to the ~~Servicer~~ Depositor) a report (in form and substance reasonably satisfactory to the ~~Depositor~~Trustee) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to ~~such~~ each party specified on a certification delivered to the ~~Depositor concurrently with~~ Trustee substantially in the ~~execution~~ form of ~~this Agreement.~~ Exhibit S. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The ~~Depositor~~ Trustee and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) ~~Each of~~ The Servicer shall deliver to the ~~Servicer~~ Trustee, and the Trustee shall ~~deliver to the Depositor and the Servicer~~ provide on its own behalf, a report of a registered public accounting firm reasonably acceptable to the ~~Depositor~~ Trustee that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each of its Reporting Subcontractor to deliver to the ~~Depositor~~ Trustee (with a copy to the Depositor) an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each of its Reporting Subcontractor to deliver to the ~~Depositor~~ Trustee and the Servicer (with a copy to the Depositor) an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Ar19), Pooling and Servicing Agreement (IndyMac INDA Mortgage Loan Trust 2007-Ar8), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Ar9)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2008: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the ~~certificates~~ certifications provided for in this Section 11.07~~. (vi) The Trustee shall execute (and~~ . In the event the Master Servicer, any Subservicer, the Trustee ~~shall cause each~~ or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide a certification to ~~execute) a reliance certificate to enable~~ the ~~Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided~~ Certifying Person pursuant to this Section 11.07 ~~and (C) accountant's report provided pursuant~~ with respect to the period of time it was subject to this ~~Section 11.07 and shall include a certification that each such report discloses any deficiencies~~ Agreement or ~~defaults described~~ provided services with respect to the ~~registered public accountants of such Person to enable such accountants to render~~ Trust Fund, the ~~certificates provided for in this Section 11.07~~Certificates or the Mortgage Loans. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-1t1), Pooling and Servicing Agreement (Alternative Loan Trust 2007-1t1), Pooling and Servicing Agreement (Alternative Loan Trust 2007-3t1)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 15th of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~[____]: (iA) Each of the ~~Servicer~~ Master Servicer, the Master Servicer, the Trust Administrator and the Indenture Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s, the Trust Administrator’s or the Indenture Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit H hereto, unless another form is mutually agreed-upon, delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (iiB) Each of the Master Servicer and the Indenture Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by the Master Servicer or the Indenture Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with ~~Rules 1~~Rules1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. (~~iii~~C) The Master Servicer shall cause each Subservicer that is a Reporting Subcontractor to deliver to the Depositor an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~10.7. (ivD) The Indenture Trustee shall cause each Reporting Subcontractor engaged by it to deliver to the Depositor and the Master Servicer an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this ~~Section~~Section 10.07. (vE) ~~The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute)~~ Each assessment of compliance provided by a ~~reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided~~ Subservicer pursuant to Section ~~3.17, (B~~10.07(a)(iii) ~~annual report~~ shall address each of the Servicing Criteria specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a certification ~~that each such annual compliance statement or report discloses any deficiencies or defaults described~~ substantially in the form of Exhibit K hereto delivered to the ~~registered public accountants~~ Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~10.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Indenture Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~10.07(a)(i).

Appears in 3 contracts

Samples: Sale and Servicing Agreement (First Horizon Asset Securities Inc), Sale and Servicing Agreement (Fund America Investors Corp Ii), Sale and Servicing Agreement (First Horizon Asset Securities Inc)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007~~2008, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund: (i) ~~Each of the~~ The Servicer ~~and the Trustee~~ shall deliver to the ~~Depositor and~~ Trustee (with a copy to the ~~Servicer~~ Depositor) a report (in form and substance reasonably satisfactory to the ~~Depositor~~Trustee) regarding the Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to ~~such~~ each party specified on a certification delivered to the ~~Depositor concurrently with~~ Trustee substantially in the ~~execution~~ form of ~~this Agreement.~~ Exhibit S. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The ~~Depositor~~ Trustee and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) ~~Each of~~ The Servicer shall deliver to the ~~Servicer~~ Trustee, and the Trustee shall ~~deliver to the Depositor and the Servicer~~ provide on its own behalf, a report of a registered public accounting firm reasonably acceptable to the ~~Depositor~~ Trustee that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the ~~Depositor~~ Trustee (with a copy to the Depositor) an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the ~~Depositor~~ Trustee and the Servicer (with a copy to the Depositor) an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's ’s report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's ’s report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDA Mortgage Loan Trust 2007-Ar5), Pooling and Servicing Agreement (IndyMac INDA Mortgage Loan Trust 2007-Ar3), Pooling and Servicing Agreement (IndyMac INDA Mortgage Loan Trust 2007-Ar4)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2009: (i1) ~~Each of the Servicer and~~ the Trustee shall deliver to the Depositor ~~and the Servicer~~ a report (in form and substance reasonably satisfactory to the Depositor) regarding the ~~Servicer's or the~~ Trustee~~'s, as applicable,~~ ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit I hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The ~~Depositor and the Servicer~~Depositor, and each of ~~their~~ its respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) ~~Each of the Servicer and the~~ The Trustee shall deliver to the Depositor ~~and the Servicer~~ a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Trustee and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Trustee and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The ~~Servicer~~ Trustee shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~9.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and ~~the Servicer shall~~ cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.11, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section ~~11.07~~ 9.07 and (Ciii) accountant's ’s report provided pursuant to this Section ~~11.07~~ 9.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.079.07. (b) In the event ~~the Servicer,~~ that the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section ~~11.07~~ 9.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the ~~Mortgage Loans~~Deposited Underlying Certificates. (c) An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii) or (iv~~9.07(a)(3) need not address any elements of the Servicing Criteria other than those specified by the ~~Servicer or the~~ Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~9.07(a)(1).

Appears in 3 contracts

Samples: Trust Agreement (Alternative Loan Trust Resecuritization 2008-2r), Trust Agreement (Alternative Loan Trust Resecuritization 2008-1r), Trust Agreement (CHL Mortgage Pass-Through Trust Resecuritization 2008-2r)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund: (i) ~~Each of the Servicer and the~~ The Trustee shall deliver to the Depositor ~~and the Servicer~~ a report (in form and substance reasonably satisfactory to the Depositor) regarding the ~~Servicer~~Trustee's ~~or the Trustee's, as applicable,~~ assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to ~~such party~~ the Trustee specified on a certification ~~delivered to~~ substantially in the ~~Depositor concurrently with the execution~~ form of ~~this Agreement.~~ Exhibit I. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and ~~the Servicer, and~~ each of ~~their~~ its respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) ~~Each of the Servicer and the~~ The Trustee shall deliver to the Depositor ~~and the Servicer~~ a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Trustee and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).an

Appears in 3 contracts

Samples: Trust Agreement (Residential Asset Securitization Trust 2006-R1), Trust Agreement (Residential Asset Securitization Trust 2006-R2), Trust Agreement (IndyMac INDX Mortgage Loan Trust 2006-R1)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 20 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time~~ 2008 (and with respect to the ~~Trust Fund:~~Trustee, only for so long as a 10-K is required to be filed with respect to the Trust): (i) Each of the Servicer and the Trustee (as Trustee and as Custodian) shall deliver to the Depositor and the Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit U hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (iii) The Servicer shall ~~cause~~ cause, to the extent required by Item 1122 of Regulation AB, each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~12.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer and the Trustee shall execute (and the Servicer shall cause each Subservicer to execute, and the Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~8.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section ~~11.07~~ 12.07 and (Ciii) accountant's ’s report provided pursuant to this Section ~~11.07~~ 12.07 (provided, that the Trustee’s reliance certificate shall only be required with respect to clause (ii)) and shall include a certification that each such annual compliance statement or ~~report~~ report, as applicable, discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.0712.07. (b) In the event the Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section ~~11.07~~ 12.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust ~~Fund~~Estate, the Certificates or the ~~Mortgage~~ Home Equity Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 12.07(a)(iii) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit T hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~12.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~12.07(a)(i).

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2007-A), Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2007-C), Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2007-B)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 20 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time~~ 2007 (and with respect to the ~~Trust Fund:~~Trustee, only for so long as a 10-K is required to be filed with respect to the Trust): (i) Each of the Servicer and the Trustee (as Trustee and as Custodian) shall deliver to the Depositor and the Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit U hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (iii) The Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~12.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer and the Trustee shall execute (and the Servicer shall cause each Subservicer to execute, and the Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~8.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section ~~11.07~~ 12.07 and (Ciii) accountant's ’s report provided pursuant to this Section ~~11.07~~ 12.07 (provided, that the Trustee’s reliance certificate shall only be required with respect to clause (ii)) and shall include a certification that each such annual compliance statement or ~~report~~ report, as applicable, discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.0712.07. (b) In the event the Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section ~~11.07~~ 12.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust ~~Fund~~Estate, the Certificates or the ~~Mortgage~~ Home Equity Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 12.07(a)(iii) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit T hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~12.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~12.07(a)(i).

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2006-A), Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2006-A), Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2006-B)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i1) ~~Each of the Servicer and~~ the Trustee shall deliver to the Depositor ~~and the Servicer~~ a report (in form and substance reasonably satisfactory to the Depositor) regarding the ~~Servicer~~Trustee's ~~or the Trustee's, as applicable,~~ assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit I hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The ~~Depositor and the Servicer~~Depositor, and each of ~~their~~ its respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) ~~Each of the Servicer and the~~ The Trustee shall deliver to the Depositor ~~and the Servicer~~ a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Trustee and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Trustee and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The ~~Servicer~~ Trustee shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~9.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and ~~the Servicer shall~~ cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.11, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section ~~11.07~~ 9.07 and (Ciii) accountant's report provided pursuant to this Section ~~11.07~~ 9.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.079.07. (b) In the event ~~the Servicer,~~ that the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section ~~11.07~~ 9.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the ~~Mortgage Loans~~Deposited Underlying Certificates. (c) An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii) or (iv~~9.07(a)(3) need not address any elements of the Servicing Criteria other than those specified by the ~~Servicer or the~~ Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~9.07(a)(1).

Appears in 3 contracts

Samples: Trust Agreement (Alternative Loan Trust 2006-37r), Trust Agreement (Alternative Loan Trust Resecuritization 2006-22r), Trust Agreement (Alternative Loan Trust 2006-37r)

Report on Assessment of Compliance and Attestation. (ai) ~~On or before~~ By March 15 10 (with a 5 calendar day cure period but in no event later than March 15) of each ~~calendar~~ year, commencing in March 2007, ~~unless no reporting obligation under~~ the ~~Exchange Act exists~~ Master Servicer, the Trust Administrator and the Custodian, each at its own expense, shall furnish or otherwise make available, and each such ~~time with respect~~ party shall cause any Servicing Function Participant engaged by it to furnish, each at its own expense, to the Trust ~~Fund: (i) Each of the Servicer~~ Administrator and the ~~Trustee shall deliver to the Depositor and the Servicer~~ Depositor, a report ~~(in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable,~~ on an assessment of compliance with the Relevant Servicing Criteria ~~during~~ in the ~~immediately preceding calendar year~~form of Exhibit Q hereto, ~~as required under Rules 13a-18 and 15d-18~~ (an “Assessment of Compliance”) that contains (A) a statement by such party of its responsibility for assessing compliance with the ~~Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of~~ Relevant Servicing Criteria, (B) a statement that such ~~Person and shall address each of~~ party used the Servicing Criteria ~~applicable~~ to assess compliance with the Relevant Servicing Criteria, (C) such ~~party specified~~ party’s assessment of compliance with the Relevant Servicing Criteria as of and for the fiscal year covered by the Form 10-K required to be filed pursuant to Section 9.12(b), including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such party’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. (i) No later than the end of each fiscal year for the Trust Fund for which a ~~certification delivered~~ Form 10-K is required to be filed, the Master Servicer and the Custodian shall each forward to the ~~Depositor concurrently with~~ Trust Administrator the ~~execution~~ name of ~~this Agreement. To the extent any of the~~ each Servicing Function Participant engaged by it and what Relevant Servicing Criteria will be addressed in the Assessment of Compliance prepared by such Servicing Function Participant (provided that the Master Servicer need not provide such information to the Trust Administrator so long as the Master Servicer and the Trust Administrator are ~~not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by~~ the same ~~asset type backing~~ Person). When the ~~Certificates~~Master Servicer, the Custodian and the Trust Administrator (or any Servicing Function Participant engaged by either of them) submit their Assessments of Compliance to the Trust Administrator, such ~~report shall~~ parties will also at such time include ~~such a statement~~ the Assessment of Compliance and Accountant’s Attestation pursuant to ~~that effect. The Depositor and the Servicer, and~~ Section 3.22(b)(i) of each ~~of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment~~Servicing Function Participant engaged by it. (ii) ~~Each~~ Promptly after receipt of each Assessment of Compliance, (A) the Depositor shall review each such report and, if applicable, consult with the Master Servicer, the Trust Administrator, the Custodian and any Servicing Function Participant engaged by any such party as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by each such party, and (B) the Trust Administrator shall confirm that the Assessments of Compliance, taken as a whole, address all of the Servicing Criteria and taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit X and on any similar exhibit set forth in each Servicing Agreement in respect of each Servicer and notify the ~~Trustee~~ Depositor of any exceptions. (iii) The Master Servicer shall enforce any obligation of each Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the ~~Depositor~~ Master Servicer an annual Assessment of Compliance within the time frame set forth in, and in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include all Assessments of Compliance received by it from the Servicers with its own Assessment of Compliance to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement, as the case may be, such party shall provide a report on assessment of compliance pursuant to this Section 3.22, or to such other applicable agreement, notwithstanding any such termination, assignment or resignation. (i) By March 10 (with a 5 calendar day cure period but in no event later than March 15) of each year, commencing in March 2007, the Master Servicer, the Trust Administrator and the ~~Servicer a report of~~ Custodian, each at its own expense, shall cause, and each such party shall cause any Servicing Function Participant engaged by it to cause, each at its own expense, a registered public accounting firm ~~reasonably acceptable~~ (which may also render other services to the Master Servicer, the Custodian, the Trust Administrator, or such other Servicing Function Participants, as the case may be) that is a member of the American Institute of Certified Public Accountants to furnish an attestation report to the Trust Administrator and the Depositor (an “Accountant’s Attestation”), to the effect that ~~attests to~~(A) it has obtained a representation regarding certain matters from the management of such party, which includes an assertion that such party has complied with the Relevant Servicing Criteria, and ~~reports on~~(B) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such party’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects or it cannot express an overall opinion regarding such party’s assessment of compliance ~~made by Servicer or~~ with the ~~Trustee, as applicable, and delivered pursuant to the preceding paragraphs~~Relevant Servicing Criteria. ~~Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in~~ In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language~~. To~~ . (ii) Promptly after receipt of such Assessment of Compliance and Accountant’s Attestation, the ~~extent~~ Trust Administrator shall confirm that each assessment submitted pursuant to Section 3.22(a)(i) is coupled with an attestation that appears on its face to meet the requirements of this Section and notify the Depositor of any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effectexceptions. (iii) The Master Servicer shall ~~cause~~ enforce any obligation of each ~~Reporting Subcontractor~~ Servicer, to the extent set forth in the related Servicing Agreement, to deliver to the ~~Depositor~~ Master Servicer an ~~assessment of compliance~~ attestation within the time frame set forth in, and ~~accountant's~~ in such form and substance as may be required pursuant to, the related Servicing Agreement. The Master Servicer shall include each such attestation furnished to it by the Servicers with its own attestation to be submitted to the Trust Administrator pursuant to this Section. In the event the Master Servicer, the Trust Administrator, the Custodian, any Servicer or any Servicing Function Participant engaged by any such party is terminated, assigns its rights and duties under, or resigns pursuant to the terms of, this Agreement or any applicable Custodial Agreement, Servicing Agreement or sub-servicing agreement, as ~~and when provided in paragraphs (a) and (b) of~~ the case may be, such party shall cause a registered public accounting firm to provide an attestation pursuant to this Section ~~11.07~~3.22, or such other applicable agreement, notwithstanding any such termination, assignment or resignation. (ivi) The ~~Trustee shall cause~~ Master Servicer agrees to indemnify and hold harmless each ~~Reporting Subcontractor to deliver to~~ of the Depositor and each Person, if any, who “controls” the ~~Servicer an assessment~~ Depositor within the meaning of ~~compliance~~ the Securities Act and ~~accountant's attestation as~~ its respective officers, directors and ~~when provided in paragraphs (a)~~ affiliates from and ~~(b)~~ against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of ~~this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each~~ third party claims based on (A) ~~annual compliance statement~~ the failure of the Master Servicer (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), as applicable, or (B) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to Section ~~3.17~~3.22(a)(i). (ii) The Trust Administrator agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and its officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (Bi) ~~annual report on assessments~~ the failure of ~~compliance with servicing criteria~~ the Trust Administrator (or any Servicing Function Participant engaged by it) to deliver when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i), or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to ~~this~~ Section ~~11.07~~ 3.22(a)(i). (iii) The Custodian agrees to indemnify and hold harmless the Depositor and each Person, if any, who “controls” the Depositor within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (Ci) ~~accountant's report~~ the failure of the Custodian (or any Servicing Function Participant engaged by it) to deliver or cause to be delivered when required any Assessment of Compliance or Accountant’s Attestation required pursuant to Section 3.22(a)(i) or 3.22(b)(i) or (ii) any material misstatement or omission contained in any Assessment of Compliance provided pursuant to ~~this~~ Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.073.22(a)(i). (vid) ~~The Trustee~~ Each of the parties hereto acknowledges and agrees that the purpose of this Section 3.22 is to facilitate compliance by the Transferor and the Depositor with the provisions of Regulation AB, as such may be amended or clarified from time to time. Therefore, each of the parties agrees that the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance, convention or consensus among active participants in the asset-backed securities markets, advice of counsel, or otherwise in respect of the requirements of Regulation AB and the parties shall ~~execute~~ comply, to the extent practicable from a timing and information systems perspective (and to the extent the requesting party will pay any increased cost of the Trustee ~~shall cause each Reporting Subcontractor to execute) a reliance certificate to enable~~ resulting from such request provided that such request results in extraordinary expenses), with requests made by the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates Transferor or the ~~Mortgage Loans. (c) An assessment~~ Depositor for delivery of ~~compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii)~~ additional or ~~(iv) need not address any elements of~~ different information as the ~~Servicing Criteria other than those specified by the Servicer~~ Transferor or the ~~Trustee, as applicable, pursuant~~ Depositor may determine in good faith is necessary to ~~Section 11.07(a)(i)~~comply with the provisions of Regulation AB.

Appears in 3 contracts

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

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~20[ ]: (i) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be~~ Assessment signed by an authorized officer of ~~such Person and shall address each of~~ the ~~Servicing Criteria applicable to such party specified on a certification delivered to the Depositor concurrently with the execution of this Agreement~~Indenture Trustee. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the Servicer with respect to each of the Depositor’s and the Servicer’s duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 4.11. (ii) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a-18 and 15d-18 of the Exchange Act, Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 3 contracts

Samples: Sale and Servicing Agreement (California Republic Funding LLC), Sale and Servicing Agreement (California Republic Funding LLC), Sale and Servicing Agreement (California Republic Funding LLC)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2008: (i) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (iii) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's ’s report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07~~. (vi) The Trustee shall execute (and~~ . In the event the Master Servicer, any Subservicer, the Trustee ~~shall cause each~~ or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide a certification to ~~execute) a reliance certificate to enable~~ the ~~Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided~~ Certifying Person pursuant to this Section 11.07 ~~and (C) accountant's report provided pursuant~~ with respect to the period of time it was subject to this ~~Section 11.07 and shall include a certification that each such report discloses any deficiencies~~ Agreement or ~~defaults described~~ provided services with respect to the ~~registered public accountants of such Person to enable such accountants to render~~ Trust Fund, the ~~certificates provided for in this Section 11.07~~Certificates or the Mortgage Loans. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-Hy3), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Oa10), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Oa10)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2008: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's ’s report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the ~~certificates~~ certifications provided for in this Section 11.07~~. (vi) The Trustee shall execute (and~~ . In the event the Master Servicer, any Subservicer, the Trustee ~~shall cause each~~ or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide a certification to ~~execute) a reliance certificate to enable~~ the ~~Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided~~ Certifying Person pursuant to this Section 11.07 ~~and (C) accountant's report provided pursuant~~ with respect to the period of time it was subject to this ~~Section 11.07 and shall include a certification that each such report discloses any deficiencies~~ Agreement or ~~defaults described~~ provided services with respect to the ~~registered public accountants of such Person to enable such accountants to render~~ Trust Fund, the ~~certificates provided for in this Section 11.07~~Certificates or the Mortgage Loans. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-Oa7), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Oh3), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Oh2)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before [March 15 15] of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~20[__]: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable~~ specified with respect to the Indenture Trustee in Exhibit E to the 20[__]-[_] Servicing Supplement (provided that such certification may be revised after the date of this 20[__]-[_] Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such ~~party specified on a certification delivered to~~ criteria from the ~~Depositor concurrently with the execution of this Agreement~~Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~20[__]-[_] Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this ~~Section 11.07~~ 20[__]-[_] Exchange Note Supplement with respect to the period of time it was subject to this ~~Agreement~~ 20[__]-[_] Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~20[__]-[_] Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 3 contracts

Samples: Exchange Note Supplement (Mercedes-Benz Vehicle Trust), Exchange Note Supplement (Daimler Trust), Exchange Note Supplement (Daimler Trust)

Report on Assessment of Compliance and Attestation. ~~(a)~~ On or before March 15 of each calendar year, ~~commencing in 2007, unless no reporting obligation under~~ the ~~Exchange Act exists at such time with respect to the Trust Fund: (i) Each of the Servicer and the Trustee shall~~ Custodian shall: deliver to the ~~Depositor~~ Master Servicer, the Trustee and the ~~Servicer~~ Depositor a report ~~(in form and substance reasonably satisfactory to the Depositor)~~ regarding the ~~Servicer's or the Trustee's, as applicable,~~ Custodian’s assessment of compliance (an “Assessment of Compliance”) with the Servicing Criteria (as identified and marked in Exhibit Four attached hereto) during the ~~immediately~~ preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. ~~Such report shall be signed~~ The Assessment of Compliance, as set forth in Regulation AB, must contain (i) a statement by ~~an authorized~~ such officer of ~~such Person and shall address each of~~ its responsibility for assessing compliance with the Servicing Criteria applicable to the Custodian, (ii) a statement by such ~~party specified on a certification delivered to~~ officer that the ~~Depositor concurrently with the execution of this Agreement. To the extent any of~~ Custodian used the Servicing Criteria ~~are not~~ attached as Exhibit Four hereto, and which will also be attached to the Assessment of Compliance, to assess compliance with the Servicing Criteria applicable to the Custodian, (iii) an assessment by such ~~Person~~officer of the Custodian’s compliance with the applicable Servicing Criteria for the period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto during such period, which assessment shall be based on the activities the Custodian performs with respect to asset-backed securities transactions taken as a whole involving ~~such Person and~~ the Custodian, that are backed by the same asset type ~~backing~~ as the ~~Certificates~~Mortgage Loans, ~~such report shall include such~~ (iv) a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to~~ has issued an attestation report on the ~~Depositor that attests to~~Custodian’s Assessment of Compliance for the period consisting of the preceding calendar year, and ~~reports on, the assessment of compliance made by Servicer or the Trustee,~~ (v) a statement as ~~applicable, and delivered pursuant~~ to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any which of the Servicing ~~Criteria~~ Criteria, if any, are not applicable to ~~such Person~~the Custodian, which statement shall be based on the activities the Custodian performs with respect to asset-backed securities transactions taken as a whole involving ~~such Person and~~ the Custodian, that are backed by the same asset type ~~backing~~ as the ~~Certificates, such~~ Mortgage Loans. Such report at a minimum shall ~~include such a statement~~ address each of the Servicing Criteria identified and marked on Exhibit Four attached hereto as being applicable to ~~that effect. (iii) The Servicer shall cause each Reporting Subcontractor to~~ the Custodian; and deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Master Servicer, the Trustee ~~or Reporting Subcontractor is terminated or resigns during~~ and the ~~term~~ Depositor an Attestation Report (an “Attestation Report”) by a registered public accounting firm that attests to, and reports on, the Assessment of ~~this Agreement~~Compliance made by the Custodian, ~~such Person shall provide documents and information~~ as required by ~~this Section 11.07~~ Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be made in accordance with ~~respect~~ standards for attestation reports issued or adopted by the Public Company Accounting Oversight Board. Notwithstanding the foregoing, an Assessment of Compliance is not required to be delivered by the ~~period~~ Custodian unless it is required as part of ~~time it was subject to this Agreement or provided services~~ a Form 10-K with respect to the Trust Fund. In the event the Custodian is terminated under, or resigns pursuant to, the ~~Certificates or~~ terms of this Agreement, the ~~Mortgage Loans. (c) An assessment~~ Custodian shall provide an Assessment of ~~compliance~~ Compliance and cause to be provided ~~by a Subcontractor~~ an Attestation Report pursuant to this Section ~~11.07(a)(iii)~~ 4.4 notwithstanding any such termination or ~~(iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i)~~resignation.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Prime Mortgage Trust 2006-2), Pooling and Servicing Agreement (Prime Mortgage Trust 2007-1), Pooling and Servicing Agreement (Prime Mortgage Trust 2007-2)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit W hereto delivered to the 125 Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07~~. (vi) The Trustee shall execute (and~~ . In the event the Master Servicer, any Subservicer, the Trustee ~~shall cause each~~ or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide a certification to ~~execute) a reliance certificate to enable~~ the ~~Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided~~ Certifying Person pursuant to this Section 11.07 ~~and (C) accountant's report provided pursuant~~ with respect to the period of time it was subject to this ~~Section 11.07 and shall include a certification that each such report discloses any deficiencies~~ Agreement or ~~defaults described~~ provided services with respect to the ~~registered public accountants of such Person to enable such accountants to render~~ Trust Fund, the ~~certificates provided for in this Section 11.07~~Certificates or the Mortgage Loans. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-Oc3), Pooling and Servicing Agreement (Alternative Loan Trust 2006-Oc4)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2023: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall address each of the applicable Servicing ~~Criteria applicable to such party specified on a certification delivered to the Depositor concurrently with the execution of this Agreement~~Criteria. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ in the event that an overall opinion cannot be expressed, a statement by such registered public accounting firm ~~shall state~~ in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Daimler Trucks Retail Trust 2022-1), Sale and Servicing Agreement (Daimler Trucks Retail Trust 2022-1)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007~~2008, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund: (i) ~~Each of the~~ The Servicer ~~and the Trustee~~ shall deliver to the ~~Depositor~~ Trustee and the Servicer (with a copy to the Depositor) a report (in form and substance reasonably satisfactory to the ~~Depositor~~Trustee) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to ~~such~~ each party specified on a certification delivered to the ~~Depositor concurrently with~~ Trustee substantially in the ~~execution~~ form of ~~this Agreement.~~ Exhibit S. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The ~~Depositor~~ Trustee and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) ~~Each of~~ The Servicer shall deliver to the ~~Servicer~~ Trustee, and the Trustee shall ~~deliver to the Depositor and the Servicer~~ provide on its own behalf, a report of a registered public accounting firm reasonably acceptable to the ~~Depositor~~ Trustee that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in 115 accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the ~~Depositor~~ Trustee (with a copy to the Depositor) an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the ~~Depositor~~ Trustee and the Servicer (with a copy to the Depositor) an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Flx2), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Flx1)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2017: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable~~ specified with respect to the Indenture Trustee in Exhibit E to the 2016-B Servicing Supplement (provided that such certification may be revised after the date of this 2016-B Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such ~~party specified on a certification delivered to~~ criteria from the ~~Depositor concurrently with the execution of this Agreement~~Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~2016-B Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this ~~Section 11.07~~ 2016-B Exchange Note Supplement with respect to the period of time it was subject to this ~~Agreement~~ 2016-B Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~2016-B Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: 2016 B Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2016-B), 2016 B Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2016-B)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund: (i) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to ~~such~~ each party specified on a certification ~~delivered to~~ substantially in the ~~Depositor concurrently with the execution~~ form of ~~this Agreement.~~ Exhibit S. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans.. 100 (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Ar23), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2006-Ar31)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, in which a Form 10-K is required to be filed on behalf of the Trust Fund, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit O hereto, unless such other form is mutually agreed upon and delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (iii) The Master Servicer shall cause each Subservicer that is a Reporting Subcontractor engaged by it to deliver to the Depositor an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~10.7. (iv) The Trustee shall cause each Reporting Subcontractor engaged by it to deliver to the Depositor and the Master Servicer an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section. (vb) ~~The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute)~~ Each assessment of compliance provided by a ~~reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided~~ Subservicer pursuant to Section ~~3.17, (B~~10.7(a)(iii) ~~annual report~~ shall address each of the Servicing Criteria specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a certification ~~that each such annual compliance statement or report discloses any deficiencies or defaults described~~ substantially in the form of Exhibit O hereto delivered to the ~~registered public accountants~~ Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~10.7(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~10.7(a)(i).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa6), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa8)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2023: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Part I of Schedule C hereto delivered to the Depositor concurrently with the execution of this ~~Agreement~~Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Depositor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ in the event that an overall opinion cannot be expressed, a statement by such registered public accounting firm ~~shall state~~ in such report as to why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2022-1), Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2022-1)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2019: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable~~ specified with respect to the Indenture Trustee in Exhibit E to the 2018-A Servicing Supplement (provided that such certification may be revised after the date of this 2018-A Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such ~~party specified on a certification delivered to~~ criteria from the ~~Depositor concurrently with the execution of this Agreement~~Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~2018-A Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this ~~Section 11.07~~ 2018-A Exchange Note Supplement with respect to the period of time it was subject to this ~~Agreement~~ 2018-A Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~2018-A Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: 2018 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2018-A), 2018 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2018-A)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2022: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable~~ specified with respect to the Indenture Trustee in Exhibit E to the 2021-B Servicing Supplement (provided that such certification may be revised after the date of this 2021-B Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such ~~party specified on a certification delivered to~~ criteria from the ~~Depositor concurrently with the execution of this Agreement~~Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, ~~including, without limitation~~ including that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~2021-B Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this ~~Section 11.07~~ 2021-B Exchange Note Supplement with respect to the period of time it was subject to this ~~Agreement~~ 2021-B Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~2021-B Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: 2021 B Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2021-B), 2021 B Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2021-B)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 15th of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i1) Each of the ~~Servicer~~ Master Servicer, the Securities Administrator and the ~~Trustee~~ Custodian shall deliver to the Depositor and the ~~Servicer~~ Securities Administrator a report ~~(in form and substance reasonably satisfactory to the Depositor)~~ regarding the Master Servicer's ’s, the Securities Administrator’s or ~~the Trustee's~~Custodian’s, as applicable, assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules ~~13a-18~~ 13-A-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB; provided, however, the Securities Administrator and Custodian shall deliver such report until a Form 15 is filed pursuant to Section 13.06. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to ~~such party specified on a certification~~ it identified in Exhibit K hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria so specified are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and ~~the Servicer, and each of their~~ its respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the ~~Servicer~~ Master Servicer, the Securities Administrator and the ~~Trustee~~ Custodian shall deliver to the ~~Depositor~~ Depositor, the Securities Administrator and the Master Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer~~ Master Servicer, the Securities Administrator or the ~~Trustee~~Custodian, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (~~iii~~3) The Master Servicer shall cause each Servicer and Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~13.07. (iv4) The ~~Trustee~~ Securities Administrator shall cause each Reporting Subcontractor under its employ, if any, to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (vb) ~~The~~ Each assessment of compliance provided by the Securities Administrator, the Master Servicer ~~shall execute (and~~ or the ~~Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided~~ Custodian pursuant to Section ~~3.17, (B~~13.07(a)(2) ~~annual report~~ shall address each of the Servicing Criteria applicable to it specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a ~~certification that each such annual compliance statement or report discloses any deficiencies or defaults described~~ Exhibit K hereto delivered to the ~~registered public accountants~~ Depositor concurrently with the execution of this Agreement or, in the case of a securities administrator, master servicer or custodian subsequently appointed as such, on or prior to the date of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~13.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified ~~by the Servicer or the Trustee, as applicable,~~ pursuant to Section ~~11.07(a)(i~~13.07(a)(1).

Appears in 2 contracts

Samples: Trust Agreement (GreenPoint Mortgage Funding Trust 2006-Oh1), Trust Agreement (GSR Mortgage Loan Trust 2006-Oa1)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2017: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable~~ specified with respect to the Indenture Trustee in Exhibit E to the 2016-A Servicing Supplement (provided that such certification may be revised after the date of this 2016-A Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such ~~party specified on a certification delivered to~~ criteria from the ~~Depositor concurrently with the execution of this Agreement~~Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~2016-A Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this ~~Section 11.07~~ 2016-A Exchange Note Supplement with respect to the period of time it was subject to this ~~Agreement~~ 2016-A Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~2016-A Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: 2016 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2016-A), 2016 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2016-A)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each ~~calendar~~ year, ~~commencing~~ beginning in ~~2007, unless no reporting obligation under~~ 2007 and continuing until the ~~Exchange Act exists at such time with respect~~ year in which a Form 15 is file pursuant to ~~the Trust Fund~~Section 7.06: (i1) Each of the Master Servicer and the Indenture Trustee shall deliver to the Depositor and the Master Servicer a ~~report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with the~~ Servicing Criteria ~~during~~ Compliance Assessment Report for the ~~immediately preceding calendar year,~~ pervious year so long as a Servicing Criteria Compliance Assessment Report is required ~~under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of~~ by Regulation AB. ~~Such report~~ The Servicing Criteria Compliance Assessment Report shall be signed by an authorized officer of ~~such Person~~ the Master Servicer or the Indenture Trustee, as applicable, and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit G delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Master Servicer or the Indenture Trustee, as applicable, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ it and that are backed by the same asset type backing the ~~Certificates~~Notes, ~~such~~ the report shall include ~~such~~ a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and ~~directors shall~~ directors, will be entitled to rely on ~~upon~~ each ~~such servicing criteria assessment~~Servicing Criteria Compliance Assessment Report. (ii2) Each of the Master Servicer and the Indenture Trustee shall deliver to the Depositor and the Master Servicer ~~a report of a registered public accounting firm reasonably acceptable~~ an Accountant's Attestation with respect to the ~~Depositor that attests to, and reports on, the assessment of compliance made~~ Servicing Criteria Compliance Assessment Report furnished by Master Servicer or the Indenture Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Master Servicer or the Indenture Trustee, as applicable, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ it and that are backed by the same asset type backing the ~~Certificates~~Notes, ~~such report~~ the Accountant's Attestation shall include ~~such~~ a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each subservicer and each Reporting Subcontractor to deliver to the Depositor a Servicing Criteria Compliance Assessment Report and an ~~assessment of compliance and accountant~~Accountant's ~~attestation~~ Attestation as and when provided in ~~paragraphs (a~~Section 7.07(a)(1) and (~~b) of this Section 11.07~~2). (iv4) The Indenture Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer a Servicing Criteria Compliance Assessment Report and an ~~assessment of compliance and accountant~~Accountant's ~~attestation~~ Attestation as and when provided in ~~paragraphs (a~~Section 7.07(a)(1) and (~~b) of this Section~~2). (v5) The Master Servicer ~~shall execute (~~and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Indenture Trustee shall execute (and the Master Servicer shall cause each subservicer to execute, and the Master Servicer and the Indenture Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate in the form of Exhibit I to enable the Certification Parties to rely ~~upon each~~ on each (A) annual ~~report on assessments of~~ compliance ~~with servicing criteria~~ statement provided pursuant to Section 3.09, if applicable, (B) Servicing Criteria Compliance Assessment Report provided pursuant to this Section ~~11.07 and~~ 7.07, and (C) ~~accountant~~Accountant's ~~report~~ Attestation provided pursuant to this Section ~~11.07~~ 7.07, and shall include a certification that each ~~such report~~ Servicing Criteria Compliance Assessment Report discloses any deficiencies or defaults described to the applicable registered public accountants ~~of such Person~~ to enable ~~such accountants~~ them to render the ~~certificates~~ Accountant's Attestation provided for in this Section ~~11.07~~7.07. (b) In If the ~~event the~~ Master Servicer, any subservicer, the ~~Trustee~~ Indenture Trustee, or any Reporting Subcontractor is terminated or resigns during the term of this Agreement, ~~such Person~~ that person shall provide documents and information required by this Section ~~11.07~~ 7.07 with respect to the period ~~of time~~ it was subject to this Agreement or provided services with respect to the ~~Trust Fund~~Trust, the ~~Certificates~~ Notes, or the Mortgage Loans. (c) Each Servicing Criteria Compliance Assessment Report provided by a subservicer pursuant to Section 7.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a subservicer subsequently appointed as such, on or before the date of its appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~7.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Indenture Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~7.07(a)(1).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (CWHEQ Revolving Home Equity Loan Asset Backed Notes, Series 2006-D), Sale and Servicing Agreement (CWHEQ Revolving Home Equity Loan Trust, Series 2006-F)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2019: (i) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be~~ Assessment signed by an authorized officer of ~~such Person and shall address each of~~ the ~~Servicing Criteria applicable to such party specified on a certification delivered to the Depositor concurrently with the execution of this Agreement~~Indenture Trustee. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to each of their respective duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 4.11. (ii) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a-18 and 15d-18 of the Exchange Act, Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (California Republic Auto Receivables Trust 2018-1), Sale and Servicing Agreement (California Republic Auto Receivables Trust 2018-1)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2021: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall address each of the applicable Servicing ~~Criteria applicable to such party specified on a certification delivered to the Depositor concurrently with the execution of this Agreement~~Criteria. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Daimler Trucks Retail Trust 2020-1), Sale and Servicing Agreement (Daimler Trucks Retail Trust 2020-1)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2025: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall address each of the applicable Servicing ~~Criteria applicable to such party specified on a certification delivered to the Depositor concurrently with the execution of this Agreement~~Criteria. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ in the event that an overall opinion cannot be expressed, a statement by such registered public accounting firm ~~shall state~~ in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Daimler Trucks Retail Trust 2024-1), Sale and Servicing Agreement (Daimler Trucks Retail Trust 2024-1)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07~~. (vi) The Trustee shall execute (and~~ . In the event the Master Servicer, any Subservicer, the Trustee ~~shall cause each~~ or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide a certification to ~~execute) a reliance certificate to enable~~ the ~~Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided~~ Certifying Person pursuant to this Section 11.07 ~~and (C) accountant's report provided pursuant~~ with respect to the period of time it was subject to this ~~Section 11.07 and shall include a certification that each such report discloses any deficiencies~~ Agreement or ~~defaults described~~ provided services with respect to the ~~registered public accountants of such Person to enable such accountants to render~~ Trust Fund, the ~~certificates provided for in this Section 11.07~~Certificates or the Mortgage Loans. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans.. 143 (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-Oc10), Pooling and Servicing Agreement (Alternative Loan Trust 2006-Oc10)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before March 15 th of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2025: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable~~ specified with respect to the Indenture Trustee in Exhibit E to the 2024-B Servicing Supplement (provided that such certification may be revised after the date of this 2024-B Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such ~~party specified on a certification delivered to~~ criteria from the ~~Depositor concurrently with the execution of this Agreement~~Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, ~~including, without limitation~~ including that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~2024-B Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this ~~Section 11.07~~ 2024-B Exchange Note Supplement with respect to the period of time it was subject to this ~~Agreement~~ 2024-B Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~2024-B Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: 2024 B Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2024-B), 2024 B Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2024-B)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 20 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i) Each of the Servicer and the Trustee (as Trustee and as Custodian) shall deliver to the Depositor and the Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit U hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (iii) The Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~12.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer and the Trustee shall execute (and the Servicer shall cause each Subservicer to execute, and the Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~8.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section ~~11.07~~ 12.07 and (Ciii) accountant's ’s report provided pursuant to this Section ~~11.07~~ 12.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.0712.07. (b) In the event the Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section ~~11.07~~ 12.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust ~~Fund~~Estate, the Certificates or the ~~Mortgage~~ Home Equity Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 12.07(a)(iii) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit T hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~12.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~12.07(a)(i).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Chec Funding LLC), Pooling and Servicing Agreement (Chec Funding LLC)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each ~~calendar~~ year, ~~commencing~~ beginning in ~~2007, unless no reporting obligation under~~ 2007 and continuing until the ~~Exchange Act exists at such time with respect~~ year in which a Form 15 is file pursuant to ~~the Trust Fund~~Section 7.06: (i1) Each of the Master Servicer and the Indenture Trustee shall deliver to the Depositor and the Master Servicer a ~~report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with the~~ Servicing Criteria ~~during~~ Compliance Assessment Report for the ~~immediately preceding calendar year,~~ previous year so long as a Servicing Criteria Compliance Assessment Report is required ~~under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of~~ by Regulation AB. ~~Such report~~ The Servicing Criteria Compliance Assessment Report shall be signed by an authorized officer of ~~such Person~~ the Master Servicer or the Indenture Trustee, as applicable, and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit F delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Master Servicer or the Indenture Trustee, as applicable, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ it and that are backed by the same asset type backing the ~~Certificates~~Notes, ~~such~~ the report shall include ~~such~~ a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and ~~directors shall~~ directors, will be entitled to rely on ~~upon~~ each ~~such servicing criteria assessment~~Servicing Criteria Compliance Assessment Report. (ii2) Each of the Master Servicer and the Indenture Trustee shall deliver to the Depositor and the Master Servicer ~~a report of a registered public accounting firm reasonably acceptable~~ an Accountant's Attestation with respect to the ~~Depositor that attests to, and reports on, the assessment of compliance made~~ Servicing Criteria Compliance Assessment Report furnished by Master Servicer or the Indenture Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Master Servicer or the Indenture Trustee, as applicable, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ it and that are backed by the same asset type backing the ~~Certificates~~Notes, ~~such report~~ the Accountant's Attestation shall include ~~such~~ a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each subservicer and each Reporting Subcontractor to deliver to the Depositor a Servicing Criteria Compliance Assessment Report and an ~~assessment of compliance and accountant~~Accountant's ~~attestation~~ Attestation as and when provided in ~~paragraphs (a~~Section 7.07(a)(1) and (~~b) of this Section 11.07~~2). (iv4) The Indenture Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer a Servicing Criteria Compliance Assessment Report and an ~~assessment of compliance and accountant~~Accountant's ~~attestation~~ Attestation as and when provided in ~~paragraphs (a~~Section 7.07(a)(1) and (~~b) of this Section~~2). (v5) The Master Servicer ~~shall execute (~~and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Indenture Trustee shall execute (and the Master Servicer shall cause each subservicer to execute, and the Master Servicer and the Indenture Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate in the form of Exhibit H to enable the Certification Parties to rely ~~upon each~~ on each (A) annual ~~report on assessments of~~ compliance ~~with servicing criteria~~ statement provided pursuant to Section 3.09, if applicable, (B) Servicing Criteria Compliance Assessment Report provided pursuant to this Section ~~11.07 and~~ 7.07, and (C) ~~accountant~~Accountant's ~~report~~ Attestation provided pursuant to this Section ~~11.07~~ 7.07, and shall include a certification that each ~~such report~~ Servicing Criteria Compliance Assessment Report discloses any deficiencies or defaults described to the applicable registered public accountants ~~of such Person~~ to enable ~~such accountants~~ them to render the ~~certificates~~ Accountant's Attestation provided for in this Section ~~11.07~~7.07. (b) In If the ~~event the~~ Master Servicer, any subservicer, the ~~Trustee~~ Indenture Trustee, or any Reporting Subcontractor is terminated or resigns during the term of this Agreement, ~~such Person~~ that person shall provide documents and information required by this Section ~~11.07~~ 7.07 with respect to the period ~~of time~~ it was subject to this Agreement or provided services with respect to the ~~Trust Fund~~Trust, the ~~Certificates~~ Notes, or the Mortgage Loans. (c) Each Servicing Criteria Compliance Assessment Report provided by a subservicer pursuant to Section 7.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a subservicer subsequently appointed as such, on or before the date of its appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~7.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Indenture Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~7.07(a)(1).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (CWHEQ Revolving Home Equity Loan Trust, Series 2007-A), Sale and Servicing Agreement (CWHEQ Revolving Home Equity Loan Trust, Series 2006-I)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2024: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Part I of Schedule C hereto delivered to the Depositor concurrently with the execution of this ~~Agreement~~Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Depositor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ in the event that an overall opinion cannot be expressed, a statement by such registered public accounting firm ~~shall state~~ in such report as to why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2023-1), Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2023-1)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 15th of each calendar ~~year~~year in which a Form 10-K is required to be filed on behalf of the Trust, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (iA) Each of the ~~Servicer~~ Master Servicer, the Master Servicer, the Trust Administrator and the Indenture Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s, the Trust Administrator’s or the Indenture Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit H hereto, unless another form is mutually agreed-upon, delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (iiB) Each of the Master Servicer and the Indenture Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by the Master Servicer or the Indenture Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with ~~Rules 1~~Rules1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. (~~iii~~C) The Master Servicer shall cause each Subservicer engaged by it that is a Reporting Subcontractor to deliver to the Depositor an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~10.7. (ivD) The Indenture Trustee shall cause each Reporting Subcontractor engaged by it to deliver to the Depositor and the Master Servicer an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this ~~Section~~Section 10.07. (vE) ~~The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute)~~ Each assessment of compliance provided by a ~~reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided~~ Subservicer pursuant to Section ~~3.17, (B~~10.07(a)(iii) ~~annual report~~ shall address each of the Servicing Criteria specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a certification ~~that each such annual compliance statement or report discloses any deficiencies or defaults described~~ substantially in the form of Exhibit K hereto delivered to the ~~registered public accountants~~ Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~10.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Indenture Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~10.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (First Horizon Asset Sec HELOC Notes Ser 2007-He1), Sale and Servicing Agreement (First Horizon Asset Sec HELOC Notes Ser 2006-He2)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit V hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-J1), Pooling and Servicing Agreement (Alternative Loan Trust 2006-J5)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2025: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Part I of Schedule B hereto delivered to the Depositor concurrently with the execution of this ~~Agreement~~Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Depositor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ in the event that an overall opinion cannot be expressed, a statement by such registered public accounting firm ~~shall state~~ in such report as to why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2024-1), Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2024-1)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each ~~calendar~~ year, ~~commencing~~ beginning in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~200_: (i1) Each of the Master Servicer and the Indenture Trustee shall deliver to the Depositor and the Master Servicer a ~~report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with the~~ Servicing Criteria ~~during~~ Compliance Assessment Report for the ~~immediately preceding calendar year,~~ pervious year so long as a Servicing Criteria Compliance Assessment Report is required ~~under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of~~ by Regulation AB. ~~Such report~~ The Servicing Criteria Compliance Assessment Report shall be signed by an authorized officer of ~~such Person~~ the Master Servicer or the Indenture Trustee, as applicable, and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit H delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Master Servicer or the Indenture Trustee, as applicable, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ it and that are backed by the same asset type backing the ~~Certificates~~Notes, ~~such~~ the report shall include ~~such~~ a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and ~~directors shall~~ directors, will be entitled to rely on ~~upon~~ each ~~such servicing criteria assessment~~Servicing Criteria Compliance Assessment Report. (ii2) Each of the Master Servicer and the Indenture Trustee shall deliver to the Depositor and the Master Servicer ~~a report of a registered public accounting firm reasonably acceptable~~ an Accountant's Attestation with respect to the ~~Depositor that attests to, and reports on, the assessment of compliance made~~ Servicing Criteria Compliance Assessment Report furnished by Master Servicer or the Indenture Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Master Servicer or the Indenture Trustee, as applicable, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ it and that are backed by the same asset type backing the ~~Certificates~~Notes, ~~such report~~ the Accountant's Attestation shall include ~~such~~ a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each subservicer and each Reporting Subcontractor to deliver to the Depositor a Servicing Criteria Compliance Assessment Report and an ~~assessment of compliance and accountant~~Accountant's ~~attestation~~ Attestation as and when provided in ~~paragraphs (a~~Section 7.07(a)(i) and (~~b) of this Section 11.07~~ii). (iv4) The Indenture Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer a Servicing Criteria Compliance Assessment Report and an ~~assessment of compliance and accountant~~Accountant's ~~attestation~~ Attestation as and when provided in ~~paragraphs~~ Section 7.07 (aa)(i) and (~~b) of this Section~~ii). (v5) The Master Servicer ~~shall execute (~~and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Indenture Trustee shall execute (and the Master Servicer shall cause each subservicer to execute, and the Master Servicer and the Indenture Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely ~~upon each~~ on each (A) annual ~~report on assessments of~~ compliance ~~with servicing criteria~~ statement provided pursuant to Section 3.09, (B) Servicing Criteria Compliance Assessment Report provided pursuant to this Section ~~11.07 and~~ 7.07, and (C) ~~accountant~~Accountant's ~~report~~ Attestation provided pursuant to this Section ~~11.07~~ 7.07, and shall include a certification that each ~~such report~~ Servicing Criteria Compliance Assessment Report discloses any deficiencies or defaults described to the applicable registered public accountants ~~of such Person~~ to enable ~~such accountants~~ them to render the ~~certificates~~ Accountant's Attestation provided for in this Section ~~11.07~~7.07. (b) In If the ~~event the~~ Master Servicer, any subservicer, the ~~Trustee~~ Indenture Trustee, or any Reporting Subcontractor is terminated or resigns during the term of this Agreement, ~~such Person~~ that person shall provide documents and information required by this Section ~~11.07~~ 7.07 with respect to the period ~~of time~~ it was subject to this Agreement or provided services with respect to the ~~Trust Fund~~Trust, the ~~Certificates~~ Notes, or the Mortgage Loans. (c) Each Servicing Criteria Compliance Assessment Report provided by a subservicer pursuant to Section 7.07(a)(iii) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a subservicer subsequently appointed as such, on or before the date of its appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~7.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Indenture Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~7.07(a)(i).

Appears in 2 contracts

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

Report on Assessment of Compliance and Attestation. (a) On or before March 15 15th of each calendar ~~year~~year in which a Form 10-K is required to be filed on behalf of the Trust Fund, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2008: (i) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit O hereto, unless such other form is mutually agreed upon and delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (iii) The Master Servicer shall cause each Subservicer that is a Reporting Subcontractor engaged by it to deliver to the Depositor an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~10.7. (iv) The Trustee shall cause each Reporting Subcontractor engaged by it to deliver to the Depositor and the Master Servicer an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section. (vb) ~~The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute)~~ Each assessment of compliance provided by a ~~reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided~~ Subservicer pursuant to Section ~~3.17, (B~~10.7(a)(iii) ~~annual report~~ shall address each of the Servicing Criteria specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a certification ~~that each such annual compliance statement or report discloses any deficiencies or defaults described~~ substantially in the form of Exhibit O hereto delivered to the ~~registered public accountants~~ Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~10.7(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i)~~10.7(a)(i) .

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-Ar2), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2007-4)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2008: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's ’s report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the ~~certificates~~ certification provided for in this Section 11.07~~. (vi) The Trustee shall execute (and~~ . In the event the Master Servicer, any Subservicer, the Trustee ~~shall cause each~~ or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide a certification to ~~execute) a reliance certificate to enable~~ the ~~Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided~~ Certifying Person pursuant to this Section 11.07 ~~and (C) accountant's report provided pursuant~~ with respect to the period of time it was subject to this ~~Section 11.07 and shall include a certification that each such report discloses any deficiencies~~ Agreement or ~~defaults described~~ provided services with respect to the ~~registered public accountants of such Person to enable such accountants to render~~ Trust Fund, the ~~certificates provided for in this Section 11.07~~Certificates or the Mortgage Loans. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-4cb), Pooling and Servicing Agreement (Cwalt Inc)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 15th of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i1) Each of the ~~Servicer~~ Master Servicer, the Securities Administrator and the ~~Trustee~~ Custodians shall deliver to the Depositor and the ~~Servicer~~ Securities Administrator a report ~~(in form and substance reasonably satisfactory to the Depositor)~~ regarding the Master Servicer's, the Securities Administrator's or ~~the Trustee's~~Custodians', as applicable, assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB; provided, however, the Securities Administrator and Custodians shall deliver such report until a Form 15 is filed pursuant to Section 13.06. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to ~~such party specified on a certification~~ it identified in Exhibit U hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria so specified are not applicable to such 119 Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and ~~the Servicer, and each of their~~ its respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the ~~Servicer~~ Master Servicer, the Securities Administrator and the ~~Trustee~~ Custodians shall deliver to the ~~Depositor~~ Depositor, the Securities Administrator and the Master Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer~~ Master Servicer, the Securities Administrator or the ~~Trustee~~Custodians, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (~~iii~~3) The Master Servicer shall cause each Servicer and Reporting Subcontractor to deliver to the Depositor and the Securities Administrator an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~13.07. (iv4) The ~~Trustee~~ Securities Administrator shall cause each Reporting Subcontractor under its employ, if any, to deliver to the ~~Depositor~~ Depositor, the Securities Administrator and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (vb) ~~The~~ Each assessment of compliance provided by the Securities Administrator, the Master Servicer ~~shall execute (and~~ or the ~~Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided~~ Custodians pursuant to Section ~~3.17, (B~~13.07(a)(3) ~~annual report~~ shall address each of the Servicing Criteria applicable to it specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a certification ~~that each such annual compliance statement or report discloses any deficiencies or defaults described~~ substantially in the form of Exhibit U hereto delivered to the ~~registered public accountants~~ Depositor concurrently with the execution of this Agreement or, in the case of a securities administrator, master servicer or custodian subsequently appointed as such, on or prior to the date of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~13.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified ~~by the Servicer or the Trustee, as applicable,~~ pursuant to Section ~~11.07(a)(i~~13.07(a)(1).

Appears in 2 contracts

Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-3), Pooling and Servicing Agreement (GSAA Home Equity Trust 2006-3)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 5th of each calendar ~~year, commencing in 2007, unless no reporting obligation~~ year when the Depositor is required to file reports under the Exchange Act ~~exists at such time~~ with respect to the ~~Trust Fund~~related Securitization Transaction, commencing in 2012, the Company shall: (i) ~~Each of the Servicer and the Trustee shall~~ deliver to the Owner and any Master Servicer, or any Depositor ~~and~~ if a Master Servicer has not been identified for the ~~Servicer~~ related Securitization Transaction, a report (in form and substance reasonably satisfactory to ~~the Depositor~~such parties) regarding the ~~Servicer's or the Trustee's, as applicable,~~ Company’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to such parties and signed by an authorized officer of ~~such Person~~ the Company, and shall address each of the “Applicable Servicing ~~Criteria applicable to such party~~ Criteria” specified on a certification delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment.Exhibit B hereto; (ii) ~~Each of the Servicer and the Trustee shall~~ deliver to the Owner and any Master Servicer, or any Depositor ~~and~~ if a Master Servicer has not been identified for the ~~Servicer~~ related Securitization Transaction, a report of a registered public accounting firm reasonably acceptable to ~~the Depositor~~ such parties that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Company and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules ~~1-02(a)(3~~1o02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect.; (iii) ~~The Servicer shall~~ cause each ~~Reporting~~ Subservicer, and each Subcontractor determined by the Company pursuant to Section 2.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section.; and (viv) ~~The Servicer shall execute (~~deliver, and ~~the Servicer shall~~ cause each ~~Reporting~~ Subservicer, and each Subcontractor ~~to execute) a reliance certificate to enable~~ determined by the ~~Certification Parties to rely upon each (A) annual compliance statement provided~~ Company pursuant to Section ~~3.17~~2.06(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver, to the Owner and any Master Servicer, or any Depositor if a Master Servicer has not been identified for the related Securitization Transaction, and any other Person that will be responsible for signing the certification (Ba “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sxxxxxxx-Xxxxx Act of 2002) on behalf of an asset-backed issuer with respect to a Securitization Transaction a certification, signed by the appropriate officer of the Company, in the form attached hereto as Exhibit A. The Company acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Company pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. Neither the Owner nor any Depositor will request delivery of a certification under clause (a)(iv) above unless a Depositor is required under the Exchange Act to file an annual report on ~~assessments of compliance~~ Form 10-K with ~~servicing criteria provided pursuant~~ respect to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07an issuing entity whose asset pool includes Mortgage Loans. (b) In Each assessment of compliance provided by a Subservicer pursuant to Section 2.05(a)(iii) shall address each of the ~~event~~ Servicing Criteria specified on substantially Exhibit B hereto or, in the ~~Servicer~~case of a Subservicer subsequently appointed as such, ~~the Trustee~~ on or ~~Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect~~ prior to the ~~period~~ date of ~~time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c)~~ such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii) or (iv~~2.05(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the ~~Servicer or the Trustee, as applicable,~~ Company pursuant to Section ~~11.07(a)(i)~~2.06.

Appears in 2 contracts

Samples: Flow Mortgage Loan Servicing Rights Sale and Servicing Agreement (Sequoia Mortgage Trust 2012-1), Flow Mortgage Loan Servicing Rights Sale and Servicing Agreement (Sequoia Mortgage Trust 2011-2)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~20[__]: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall address each of the applicable Servicing ~~Criteria applicable to such party specified on a certification delivered to the Depositor concurrently with the execution of this Agreement~~Criteria. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Daimler Trucks Retail Receivables LLC), Sale and Servicing Agreement (Daimler Trucks Retail Receivables LLC)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2024: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Part I of Schedule B hereto delivered to the Depositor concurrently with the execution of this ~~Agreement~~Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Depositor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ in the event that an overall opinion cannot be expressed, a statement by such registered public accounting firm ~~shall state~~ in such report as to why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2023-2), Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2023-2)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit O hereto, unless such other form is mutually agreed upon delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (iii) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor engaged by it to deliver to the Depositor an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~10.7. (iv) The Trustee shall cause each Reporting Subcontractor engaged by it to deliver to the Depositor and the Master Servicer an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section. (vb) ~~The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute)~~ Each assessment of compliance provided by a ~~reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided~~ Subservicer pursuant to Section ~~3.17, (B~~10.7(a)(iii) ~~annual report~~ shall address each of the Servicing Criteria specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a certification ~~that each such annual compliance statement or report discloses any deficiencies or defaults described~~ substantially in the form of Exhibit O hereto delivered to the ~~registered public accountants~~ Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~10.7(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~10.7(a)(i).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Aa1), Pooling and Servicing Agreement (First Horizon Asset Sec Mort Pass THR Certs Ser 2006-Fa1)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2020: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable~~ specified with respect to the Indenture Trustee in Exhibit E to the 2019-B Servicing Supplement (provided that such certification may be revised after the date of this 2019-B Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such ~~party specified on a certification delivered to~~ criteria from the ~~Depositor concurrently with the execution of this Agreement~~Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~2019-B Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this ~~Section 11.07~~ 2019-B Exchange Note Supplement with respect to the period of time it was subject to this ~~Agreement~~ 2019-B Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~2019-B Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: 2019 B Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2019-B), 2019 B Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2019-B)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2021: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable~~ specified with respect to the Indenture Trustee in Exhibit E to the 2020-B Servicing Supplement (provided that such certification may be revised after the date of this 2020-B Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such ~~party specified on a certification delivered to~~ criteria from the ~~Depositor concurrently with the execution of this Agreement~~Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, ~~including, without limitation~~ including that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~2020-B Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this ~~Section 11.07~~ 2020-B Exchange Note Supplement with respect to the period of time it was subject to this ~~Agreement~~ 2020-B Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~2020-B Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: 2020 B Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2020-B), 2020 B Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2020-B)

Report on Assessment of Compliance and Attestation. ~~(a)~~ A. On or before March 15 [___] of each calendar year, commencing in ~~2007~~20[__], ~~unless no reporting obligation under~~ the ~~Exchange Act exists at such time with respect to the Trust Fund~~Servicer shall: (i) ~~Each~~ if requested by the Administrator, on behalf of the ~~Servicer and the Trustee shall~~ Issuer, deliver to the ~~Depositor and the Servicer~~ Issuer a report (in form and substance reasonably satisfactory to the ~~Depositor~~Issuer) regarding the Servicer~~'s or the Trustee's, as applicable,~~ ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of ~~such Person~~ the Servicer, and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification ~~delivered~~ substantially in the form of Attachment C attached to ~~the Depositor concurrently with the execution of~~ this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment.; (ii) ~~Each~~ if requested by the Administrator, on behalf of the ~~Servicer and the Trustee shall~~ Issuer, deliver to the ~~Depositor~~ Issuer and the ~~Servicer~~ Administrator a report of a registered public accounting firm reasonably acceptable to the ~~Depositor~~ Administrator, acting on behalf of the Issuer, that attests to, and reports on, the assessment of compliance made by the Servicer ~~or the Trustee, as applicable,~~ and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect.; (iii) ~~The Servicer shall~~ cause each ~~Reporting Subcontractor~~ Subservicer and Subcontractor, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the ~~Depositor~~ Administrator, acting on behalf of the Issuer, an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (ai) and (bii) of this ~~Section 11.07.~~Section; and (iv) ~~The Trustee shall cause each Reporting Subcontractor~~ if requested by the Administrator, on behalf of the Issuer, not later than February 1 of the calendar year in which such certification is to be delivered, deliver to the ~~Depositor~~ Issuer, the Administrator and any other Person that will be responsible for signing the Sarbanes Certification on behalf of an Issuer with respect to this securitization transaction the Annual Certification in the form attached hereto as Attachment D. The Servicer acknowledges that the parties identified in clause A(iv) above may rely on any certification provided by the Servicer or any Subservicer pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Administrator, on behalf of the Issuer, will not request delivery of items in clauses A(i), (ii), (iii) and (iv) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Trust Student Loans. B. Each assessment of compliance ~~and accountant's attestation as and when~~ provided ~~in paragraphs (a) and (b)~~ by a Subservicer shall address each of ~~this Section. (v) The Servicer shall execute (and~~ the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report Servicing Criteria specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a certification ~~that each such annual compliance statement or report discloses any deficiencies or defaults described~~ to ~~the registered public accountants of such Person~~ be delivered to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the ~~Trustee~~ Issuer, and the Administrator on or ~~Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect~~ prior to the ~~period~~ date of ~~time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c)~~ such appointment. An assessment of compliance provided by a Subcontractor ~~pursuant to Section 11.07(a)(iii) or (iv)~~ need not address any elements of the Servicing Criteria other than those specified by the Servicer or and the ~~Trustee, as applicable, pursuant to Section 11.07(a)(i)~~Issuer on the date of such appointment.

Appears in 2 contracts

Samples: Servicing Agreement (SLM Education Credit Funding LLC), Servicing Agreement (SLM Education Credit Funding LLC)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund: (i) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to such party specified on a certification delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans.. 117 (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A14cb), Pooling and Servicing Agreement (Residential Asset Securitization Trust 2006-A14cb)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007~~2008, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund: (i) ~~Each of the~~ The Servicer ~~and the Trustee~~ shall deliver to the ~~Depositor and~~ Trustee (with a copy to the ~~Servicer~~ Depositor) a report (in form and substance reasonably satisfactory to the ~~Depositor~~Trustee) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to ~~such~~ each party specified on a certification delivered to the ~~Depositor concurrently with~~ Trustee substantially in the ~~execution~~ form of ~~this Agreement.~~ Exhibit S. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The ~~Depositor~~ Trustee and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) ~~Each of~~ The Servicer shall deliver to the ~~Servicer~~ Trustee, and the Trustee shall ~~deliver to the Depositor and the Servicer~~ provide on its own behalf, a report of a registered public accounting firm reasonably acceptable to the ~~Depositor~~ Trustee that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each of its Reporting ~~Subcontractor~~ Subcontractors to deliver to the ~~Depositor~~ Trustee (with a copy to the Depositor) an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each of its Reporting ~~Subcontractor~~ Subcontractors to deliver to the ~~Depositor~~ Trustee and the Servicer (with a copy to the Depositor) an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDA Mortgage Loan Trust 2007-Ar2), Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Flx3)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Seller is required to file Exchange Act Reports in respect of the Issuer, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2009: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Seller and the Servicer a report ~~(in form and substance reasonably satisfactory to~~ of the ~~Depositor) regarding the Servicer's or the~~ Indenture Trustee~~'s, as applicable,~~ ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as ~~required~~ set forth under Rules 13a-18 and 15d-18 of the Exchange Act (or any successor provisions) and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Appendix B hereto delivered to the ~~Depositor~~ Seller concurrently with the execution of this ~~Agreement~~Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Seller and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type ~~backing~~ as the ~~Certificates~~Receivables, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the ~~Servicer~~Seller with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria ~~assessment~~assessment and the attestation delivered pursuant to Section 11.05(b) below. (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Seller and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a-18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (~~iii~~c) The ~~Servicer~~ Indenture Trustee shall cause each Reporting Subcontractor to deliver to the ~~Depositor~~ Seller and the Servicer an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~11.05. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Indenture Trustee pursuant to Section 11.05(a). (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bd) In the event the ~~Servicer, the~~ Indenture Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ 11.05 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust ~~Fund, the Certificates~~ or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Daimlerchrysler Auto Trust 2008-A), Sale and Servicing Agreement (Daimlerchrysler Auto Trust 2008-B)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund: (i) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to such party specified on a certification delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Servicer and the Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that 115 each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

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

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2019: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable~~ specified with respect to the Indenture Trustee in Exhibit E to the 2018-B Servicing Supplement (provided that such certification may be revised after the date of this 2018-B Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such ~~party specified on a certification delivered to~~ criteria from the ~~Depositor concurrently with the execution of this Agreement~~Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~2018-B Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this ~~Section 11.07~~ 2018-B Exchange Note Supplement with respect to the period of time it was subject to this ~~Agreement~~ 2018-B Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~2018-B Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: 2018 B Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2018-B), 2018 B Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2018-B)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2020: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable~~ specified with respect to the Indenture Trustee in Exhibit E to the 2019-A Servicing Supplement (provided that such certification may be revised after the date of this 2019-A Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such ~~party specified on a certification delivered to~~ criteria from the ~~Depositor concurrently with the execution of this Agreement~~Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~2019-A Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this ~~Section 11.07~~ 2019-A Exchange Note Supplement with respect to the period of time it was subject to this ~~Agreement~~ 2019-A Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~2019-A Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: 2019 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2019-A), 2019 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2019-A)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Seller is required to file Exchange Act Reports in respect of the Issuer, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2010: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Seller and the Servicer a report ~~(in form and substance reasonably satisfactory to~~ of the ~~Depositor) regarding the Servicer's or the~~ Indenture Trustee~~'s, as applicable,~~ ’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as ~~required~~ set forth under Rules 13a-18 and 15d-18 of the Exchange Act (or any successor provisions) and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Appendix B hereto delivered to the ~~Depositor~~ Seller concurrently with the execution of this ~~Agreement~~Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Seller and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type ~~backing~~ as the ~~Certificates~~Receivables, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the ~~Servicer~~Seller with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria ~~assessment~~assessment and the attestation delivered pursuant to Section 11.05(b) below. (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Seller and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a-18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (~~iii~~c) The ~~Servicer~~ Indenture Trustee shall cause each Reporting Subcontractor to deliver to the ~~Depositor~~ Seller and the Servicer an assessment of compliance and ~~accountant's~~ accountants’ attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~11.05. An assessment of compliance provided by a Subcontractor need not address any elements of the Servicing Criteria other than those specified by the Indenture Trustee pursuant to Section 11.05(a). (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bd) In the event the ~~Servicer, the~~ Indenture Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ 11.05 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust ~~Fund, the Certificates~~ or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Chrysler Financial Auto Securitization Trust 2009-B), Sale and Servicing Agreement (Chrysler Financial Auto Securitization Trust 2009-A)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2024: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall address each of the applicable Servicing ~~Criteria applicable to such party specified on a certification delivered to the Depositor concurrently with the execution of this Agreement~~Criteria. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ in the event that an overall opinion cannot be expressed, a statement by such registered public accounting firm ~~shall state~~ in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Daimler Trucks Retail Trust 2023-1), Sale and Servicing Agreement (Daimler Trucks Retail Trust 2023-1)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007~~2008, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund: (i) ~~Each of the~~ The Servicer ~~and the Trustee~~ shall deliver to the ~~Depositor and~~ Trustee (with a copy to the ~~Servicer~~ Depositor) a report (in form and substance reasonably satisfactory to the ~~Depositor~~Trustee) regarding the Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to ~~such~~ each party specified on a certification delivered to the ~~Depositor concurrently with~~ Trustee substantially in the ~~execution~~ form of ~~this Agreement.~~ Exhibit S. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The ~~Depositor~~ Trustee and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) ~~Each of~~ The Servicer shall deliver to the ~~Servicer~~ Trustee, and the Trustee shall ~~deliver to the Depositor and the Servicer~~ provide on its own behalf, a report of a registered public accounting firm reasonably acceptable to the ~~Depositor~~ Trustee that attests to, and reports on, the assessment of compliance made by Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each of its Reporting ~~Subcontractor~~ Subcontractors to deliver to the ~~Depositor~~ Trustee (with a copy to the Depositor) an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each of its Reporting ~~Subcontractor~~ Subcontractors to deliver to the ~~Depositor~~ Trustee and the Servicer (with a copy to the Depositor) an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's ’s report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's ’s report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (IndyMac INDX Mortgage Loan Trust 2007-Ar17), Pooling and Servicing Agreement (IndyMac IMSC Mortgage Loan Trust 2007-Ar2)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2021: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Part I of Schedule C hereto delivered to the Depositor concurrently with the execution of this ~~Agreement~~Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Depositor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2020-1), Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2020-1)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2020: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Part I of Schedule C hereto delivered to the Depositor concurrently with the execution of this ~~Agreement~~Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Depositor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2019-1), Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2019-1)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2021: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable~~ specified with respect to the Indenture Trustee in Exhibit E to the 2020-A Servicing Supplement (provided that such certification may be revised after the date of this 2020-A Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such ~~party specified on a certification delivered to~~ criteria from the ~~Depositor concurrently with the execution of this Agreement~~Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, ~~including, without limitation~~ including that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~2020-A Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this ~~Section 11.07~~ 2020-A Exchange Note Supplement with respect to the period of time it was subject to this ~~Agreement~~ 2020-A Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~2020-A Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: 2020 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2020-A), 2020 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2020-A)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit V-2 hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit V-1 hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-33cb), Pooling and Servicing Agreement (Alternative Loan Trust 2006-29t1)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2024: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable~~ specified with respect to the Indenture Trustee in Exhibit E to the 2023-A Servicing Supplement (provided that such certification may be revised after the date of this 2023-A Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such ~~party specified on a certification delivered to~~ criteria from the ~~Depositor concurrently with the execution of this Agreement~~Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, ~~including, without limitation~~ including that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~2023-A Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this ~~Section 11.07~~ 2023-A Exchange Note Supplement with respect to the period of time it was subject to this ~~Agreement~~ 2023-A Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~2023-A Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: 2023 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2023-A), 2023 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2023-A)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2013: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification ~~delivered~~ substantially in the form of Exhibit E to the ~~Depositor concurrently with~~ 2012-A Servicing Supplement (provided that such certification may be revised after the ~~execution~~ date of this ~~Agreement~~Agreement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a-18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~2012-A Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this ~~Agreement~~ 2012-A Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~2012-A Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: 2012 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2012-A), 2012 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2012-A)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each ~~calendar~~ year, ~~commencing~~ beginning in ~~2007, unless no reporting obligation under~~ 2007 and continuing until the ~~Exchange Act exists at such time with respect~~ year in which a Form 15 is file pursuant to ~~the Trust Fund~~Section 7.06: (i1) Each of the Master Servicer and the Indenture Trustee shall deliver to the ~~Depositor~~ Depositor, the Credit Enhancer and the Master Servicer a ~~report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with the~~ Servicing Criteria ~~during~~ Compliance Assessment Report for the ~~immediately preceding calendar year,~~ pervious year so long as a Servicing Criteria Compliance Assessment Report is required ~~under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of~~ by Regulation AB. ~~Such report~~ The Servicing Criteria Compliance Assessment Report shall be signed by an authorized officer of ~~such Person~~ the Master Servicer or the Indenture Trustee, as applicable, and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit G delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Master Servicer or the Indenture Trustee, as applicable, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ it and that are backed by the same asset type backing the ~~Certificates~~Notes, ~~such~~ the report shall include ~~such~~ a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and ~~directors shall~~ directors, will be entitled to rely on ~~upon~~ each ~~such servicing criteria assessment~~Servicing Criteria Compliance Assessment Report. (ii2) Each of the Master Servicer and the Indenture Trustee shall deliver to the ~~Depositor~~ Depositor, the Credit Enhancer and the Master Servicer ~~a report of a registered public accounting firm reasonably acceptable~~ an Accountant's Attestation with respect to the ~~Depositor that attests to, and reports on, the assessment of compliance made~~ Servicing Criteria Compliance Assessment Report furnished by Master Servicer or the Indenture Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Master Servicer or the Indenture Trustee, as applicable, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ it and that are backed by the same asset type backing the ~~Certificates~~Notes, ~~such report~~ the Accountant's Attestation shall include ~~such~~ a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each subservicer and each Reporting Subcontractor to deliver to the Depositor and the Credit Enhancer a Servicing Criteria Compliance Assessment Report and an ~~assessment of compliance and accountant~~Accountant's ~~attestation~~ Attestation as and when provided in ~~paragraphs (a~~Section 7.07(a)(1) and (~~b) of this Section 11.07~~2). (iv4) The Indenture Trustee shall cause each Reporting Subcontractor to deliver to the ~~Depositor~~ Depositor, the Credit Enhancer and the Master Servicer a Servicing Criteria Compliance Assessment Report and an ~~assessment of compliance and accountant~~Accountant's ~~attestation~~ Attestation as and when provided in ~~paragraphs (a~~Section 7.07(a)(1) and (~~b) of this Section~~2). (v5) The Master Servicer ~~shall execute (~~and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Indenture Trustee shall execute (and the Master Servicer shall cause each subservicer to execute, and the Master Servicer and the Indenture Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate in the form of Exhibit I to enable the Certification Parties to rely ~~upon each~~ on each (A) annual ~~report on assessments of~~ compliance ~~with servicing criteria~~ statement provided pursuant to Section 3.09, if applicable, (B) Servicing Criteria Compliance Assessment Report provided pursuant to this Section ~~11.07 and~~ 7.07, and (C) ~~accountant~~Accountant's ~~report~~ Attestation provided pursuant to this Section ~~11.07~~ 7.07, and shall include a certification that each ~~such report~~ Servicing Criteria Compliance Assessment Report discloses any deficiencies or defaults described to the applicable registered public accountants ~~of such Person~~ to enable ~~such accountants~~ them to render the ~~certificates~~ Accountant's Attestation provided for in this Section ~~11.07~~7.07. (b) In If the ~~event the~~ Master Servicer, any subservicer, the ~~Trustee~~ Indenture Trustee, or any Reporting Subcontractor is terminated or resigns during the term of this Agreement, ~~such Person~~ that person shall provide documents and information required by this Section ~~11.07~~ 7.07 with respect to the period ~~of time~~ it was subject to this Agreement or provided services with respect to the ~~Trust Fund~~Trust, the ~~Certificates~~ Notes, or the Mortgage Loans. (c) Each Servicing Criteria Compliance Assessment Report provided by a subservicer pursuant to Section 7.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit G delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a subservicer subsequently appointed as such, on or before the date of its appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~7.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Indenture Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~7.07(a)(1).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (CWHEQ Revolving Home Equity Loan Asset Backed Notes, Series 2006-C), Sale and Servicing Agreement (CWHEQ Revolving Home Equity Loan Trust, Series 2006-B)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ 134 specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07~~. (vi) The Trustee shall execute (and~~ . In the event the Master Servicer, any Subservicer, the Trustee ~~shall cause each~~ or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide a certification to ~~execute) a reliance certificate to enable~~ the ~~Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided~~ Certifying Person pursuant to this Section 11.07 ~~and (C) accountant's report provided pursuant~~ with respect to the period of time it was subject to this ~~Section 11.07 and shall include a certification that each such report discloses any deficiencies~~ Agreement or ~~defaults described~~ provided services with respect to the ~~registered public accountants of such Person to enable such accountants to render~~ Trust Fund, the ~~certificates provided for in this Section 11.07~~Certificates or the Mortgage Loans. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans.. 135 (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2006-Oc7), Pooling and Servicing Agreement (Alternative Loan Trust 2006-Oc7)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2008: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit Y hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-~~02(a)(3) and~~ 02(a)(3)and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section 3.17, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's ’s report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3)shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit Y hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii) or~~ 11.07(a)(3)or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2007-5), Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2007-6)

Report on Assessment of Compliance and Attestation. ~~(a)~~ On or before March 15 15th of each calendar year, ~~commencing~~ beginning in ~~2007,~~ 2007 until and unless ~~no reporting obligation under the Exchange Act exists at such time~~ a Form 15 suspension notification has been filed with respect to the ~~Trust Fund~~Trust, the Custodian shall, at its own expense: (i) ~~Each of the Servicer and the Trustee shall~~ deliver to the ~~Depositor and the Servicer~~ Trustee a report (in form and substance reasonably satisfactory to the ~~Depositor~~Trustee) regarding the ~~Servicer's or the Trustee's, as applicable,~~ Custodian’s assessment of compliance with the Servicing Criteria (set forth in Exhibit 9) applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Each such report shall include (a) a statement of the Custodian’s responsibility for assessing compliance with the Servicing Criteria applicable to it, (b) a statement that the Custodian used the criteria applicable to it identified in Item 1122(d) of Regulation AB (§229.1122(d)) to assess compliance with the applicable Servicing Criteria, (c) disclosure of any material instance of noncompliance identified by the Custodian, and (d) a statement that a registered public accounting firm has issued an attestation report on the Custodian’s assessment of compliance with the applicable Servicing Criteria, which report shall be delivered by the Custodian as provided in this Section 29(d). Such report shall be addressed to the Depositor and signed by an authorized officer of ~~such Person~~ the Custodian, and shall address each of the applicable Servicing Criteria applicable to such party specified on a certification delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment.Criteria; and (ii) ~~Each of the Servicer and the Trustee shall~~ deliver to the ~~Depositor and the Servicer~~ Trustee a report of a registered public accounting firm ~~reasonably acceptable~~ (who may also render other services to Custodian), which is a member of the ~~Depositor~~ American Institute of Certified Public Accountants, that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Custodian and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the ~~Securities~~ 1933 Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The ~~Servicer~~ Custodian has not and shall ~~cause each Reporting~~ not engage any subcontractor which is “participating in the servicing function” within the meaning of Item 1122 of Regulation AB unless such Subcontractor ~~to deliver to the Depositor~~ provides, beginning March 1, 2007 a Report on Assessment of Compliance and an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) Attestation from a ~~reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of~~ registered public accounting firm certifying its compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the ~~registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07~~applicable Servicing Criteria. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust 2006-Ff16), Pooling and Servicing Agreement (Soundview Home Loan Trust 2006-Opt1)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2010: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Part I of Schedule C hereto delivered to the Depositor concurrently with the execution of this ~~Agreement~~Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Depositor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a-18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2010-1), Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2009-1)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2022: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable~~ specified with respect to the Indenture Trustee in Exhibit E to the 2021-A Servicing Supplement (provided that such certification may be revised after the date of this 2021-A Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such ~~party specified on a certification delivered to~~ criteria from the ~~Depositor concurrently with the execution of this Agreement~~Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, ~~including, without limitation~~ including that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~2021-A Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this ~~Section 11.07~~ 2021-A Exchange Note Supplement with respect to the period of time it was subject to this ~~Agreement~~ 2021-A Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~2021-A Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: 2021 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2021-A), 2021 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2021-A)

Report on Assessment of Compliance and Attestation. 124 (a) On or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2008: (i1) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's or the Trustee's, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that that effect. (~~iii~~3) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv4) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v5) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07~~. (vi) The Trustee shall execute (and~~ . In the event the Master Servicer, any Subservicer, the Trustee ~~shall cause each~~ or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide a certification to ~~execute) a reliance certificate to enable~~ the ~~Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided~~ 125 Certifying Person pursuant to this Section 11.07 ~~and (C) accountant's report provided pursuant~~ with respect to the period of time it was subject to this ~~Section 11.07 and shall include a certification that each such report discloses any deficiencies~~ Agreement or ~~defaults described~~ provided services with respect to the ~~registered public accountants of such Person to enable such accountants to render~~ Trust Fund, the ~~certificates provided for in this Section 11.07~~Certificates or the Mortgage Loans. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit W hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-Hy9), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Hy9)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Transferor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2018: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an ~~authorized officer~~ Authorized Officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable~~ specified with respect to the Indenture Trustee in Exhibit E to the 2017-A Servicing Supplement (provided that such certification may be revised after the date of this 2017-A Exchange Note Supplement as agreed by the Transferor and the Indenture Trustee to reflect any guidance with respect to such ~~party specified on a certification delivered to~~ criteria from the ~~Depositor concurrently with the execution of this Agreement~~Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The ~~Depositor~~ Indenture Trustee acknowledges and agrees that the Transferor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 7.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the ~~Depositor~~ Transferor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to ~~the preceding paragraphs~~Section 7.05(a). Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this ~~Agreement~~2017-A Exchange Note Supplement, such Person shall provide the documents and information ~~required by~~ pursuant to this ~~Section 11.07~~ 2017-A Exchange Note Supplement with respect to the period of time it was subject to this ~~Agreement~~ 2017-A Exchange Note Supplement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~2017-A Reference Pool. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: 2017 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2017-A), 2017 a Exchange Note Supplement (Mercedes-Benz Auto Lease Trust 2017-A)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 15th of each calendar year, commencing in 2007~~, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~: (i1) Each of the ~~Servicer~~ Master Servicer, the Securities Administrator and the ~~Trustee~~ Custodians shall deliver to the Depositor and the ~~Servicer~~ Securities Administrator a report ~~(in form and substance reasonably satisfactory to the Depositor)~~ regarding the Master Servicer's, the Securities Administrator's or ~~the Trustee's~~Custodians', as applicable, assessment of compliance with the Servicing Criteria applicable to it during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB; provided, however, the Securities Administrator and Custodians shall deliver such report until a Form 15 is filed pursuant to Section 13.06. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria applicable to ~~such party specified on a certification~~ it identified in Exhibit K hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria so specified are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and ~~the Servicer, and each of their~~ its respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii2) Each of the ~~Servicer~~ Master Servicer, the Securities Administrator and the ~~Trustee~~ Custodians shall deliver to the ~~Depositor~~ Depositor, the Securities Administrator and the Master Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer~~ Master Servicer, the Securities Administrator or the ~~Trustee~~Custodians, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (~~iii~~3) The Master Servicer shall cause each Servicer and Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section ~~11.07~~13.07. (iv4) The ~~Trustee~~ Securities Administrator shall cause each Reporting Subcontractor under its employ, if any, to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (vb) ~~The~~ Each assessment of compliance provided by the Securities Administrator, the Master Servicer ~~shall execute (and~~ or the ~~Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided~~ Custodians pursuant to Section ~~3.17, (B~~13.07(a)(2) ~~annual report~~ shall address each of the Servicing Criteria applicable to it specified on ~~assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include~~ a ~~certification that each such annual compliance statement or report discloses any deficiencies or defaults described~~ Exhibit K hereto delivered to the ~~registered public accountants~~ Depositor concurrently with the execution of this Agreement or, in the case of a securities administrator, master servicer or custodian subsequently appointed as such, on or prior to the date of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (b) In the event the Servicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~13.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified ~~by the Servicer or the Trustee, as applicable,~~ pursuant to Section ~~11.07(a)(i~~13.07(a)(1).

Appears in 2 contracts

Samples: Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-16), Master Servicing and Trust Agreement (GSAA Home Equity Trust 2006-19)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2017: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Part I of Schedule C hereto delivered to the Depositor concurrently with the execution of this ~~Agreement~~Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Depositor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2016-1), Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2016-1)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2019: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Part I of Schedule C hereto delivered to the Depositor concurrently with the execution of this ~~Agreement~~Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Depositor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2018-1), Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2018-1)

Report on Assessment of Compliance and Attestation. ~~(a) On~~ So long as the Depositor is required to file Exchange Act Reports, on or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2016: (ia) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer ~~a report (in form and substance reasonably satisfactory to the Depositor) regarding the Servicer's or the Trustee's, as applicable, assessment of compliance with~~ the Servicing Criteria ~~during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB~~Assessment. Such report shall be signed by an authorized officer of ~~such Person~~ the Indenture Trustee and shall at a minimum address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Part I of Schedule C hereto delivered to the Depositor concurrently with the execution of this ~~Agreement~~Agreement (provided that such certification may be revised after the date of this Agreement as agreed by the Depositor and the Indenture Trustee to reflect any guidance with respect to such criteria from the Commission). To the extent any of the Servicing Criteria are not applicable to ~~such Person~~the Indenture Trustee, with respect to asset-backed securities transactions taken as a whole involving ~~such Person~~ the Indenture Trustee and that are backed by the same asset type backing the ~~Certificates~~Notes, such report shall include such a statement to that effect. The Indenture Trustee acknowledges and agrees that the Depositor and the ~~Servicer~~Servicer with respect to its duties as the Certifying Person, and each of their respective officers and directors shall be entitled to rely on upon each such ~~servicing criteria assessment~~Servicing Criteria Assessment and the attestation delivered pursuant to Section 9.05(b). (iib) ~~Each of the Servicer and the~~ The Indenture Trustee shall deliver to the Depositor and the Servicer a report of a registered public accounting firm ~~reasonably acceptable to the Depositor~~ that attests to, and reports on, the assessment of compliance made by ~~Servicer or~~ the ~~Trustee, as applicable,~~ Indenture Trustee and delivered pursuant to the preceding ~~paragraphs~~paragraph. Such attestation shall be in accordance with Rules 13a‑18 and 15d-18 of the Exchange Act (or any successor provisions), Rules 1-02(a)(3) and 2-02(g) of Regulation S-X (or any successor provisions) under the Securities Act and the Exchange Act, including, ~~without limitation that~~ that, in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Servicer shall cause each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Servicer an assessment of compliance and accountant's attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Servicer shall execute (and the Servicer shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual compliance statement provided pursuant to Section 3.17, (B) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (vi) The Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (C) accountant's report provided pursuant to this Section 11.07 and shall include a certification that each such report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07. (bc) In the event the ~~Servicer, the~~ Indenture Trustee ~~or Reporting Subcontractor~~ is terminated or resigns during the term of this Agreement, such Person shall provide the documents and information ~~required by~~ pursuant to this Section ~~11.07~~ with respect to the period of time it was subject to this Agreement or provided services with respect to the ~~Trust Fund, the Certificates~~ Issuer or the ~~Mortgage Loans~~Receivables. (c) An assessment of compliance provided by a Subcontractor pursuant to Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria other than those specified by the Servicer or the Trustee, as applicable, pursuant to Section 11.07(a)(i).

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Daimler Retail Receivables LLC), Sale and Servicing Agreement (Mercedes-Benz Auto Receivables Trust 2015-1)

Report on Assessment of Compliance and Attestation. (a) On or before March 15 of each calendar year, commencing in ~~2007, unless no reporting obligation under the Exchange Act exists at such time with respect to the Trust Fund~~2008: (i) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report (in form and substance reasonably satisfactory to the Depositor) regarding the Master Servicer's ’s or the Trustee's’s, as applicable, assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of such Person and shall address each of the Servicing Criteria ~~applicable to such party~~ specified on a certification substantially in the form of Exhibit S hereto delivered to the Depositor concurrently with the execution of this Agreement. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. The Depositor and the Master Servicer, and each of their respective officers and directors shall be entitled to rely on upon each such servicing criteria assessment. (ii) Each of the Master Servicer and the Trustee shall deliver to the Depositor and the Master Servicer a report of a registered public accounting firm reasonably acceptable to the Depositor that attests to, and reports on, the assessment of compliance made by Master Servicer or the Trustee, as applicable, and delivered pursuant to the preceding paragraphs. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, including, without limitation that in the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. To the extent any of the Servicing Criteria are not applicable to such Person, with respect to asset-backed securities transactions taken as a whole involving such Person and that are backed by the same asset type backing the Certificates, such report shall include such a statement to that effect. (iii) The Master Servicer shall cause each Subservicer and each Reporting Subcontractor to deliver to the Depositor an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section 11.07. (iv) The Trustee shall cause each Reporting Subcontractor to deliver to the Depositor and the Master Servicer an assessment of compliance and accountant's ’s attestation as and when provided in paragraphs (a) and (b) of this Section. (v) The Master Servicer and the Trustee shall execute (and the Master Servicer shall cause each Subservicer to execute, and the Master Servicer and the Trustee shall cause each Reporting Subcontractor to execute) a reliance certificate to enable the Certification Parties to rely upon each (Ai) annual compliance statement provided pursuant to Section ~~3.17~~3.16, (Bii) annual report on assessments of compliance with servicing criteria provided pursuant to this Section 11.07 and (Ciii) accountant's ’s report provided pursuant to this Section 11.07 and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of such Person to enable such accountants to render the certificates provided for in this Section 11.07~~. (vi) The Trustee shall execute (and~~ . In the event the Master Servicer, any Subservicer, the Trustee ~~shall cause each~~ or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide a certification to ~~execute) a reliance certificate to enable~~ the ~~Certification Parties to rely upon each (A) annual report on assessments of compliance with servicing criteria provided~~ Certifying Person pursuant to this Section 11.07 ~~and (C) accountant's report provided pursuant~~ with respect to the period of time it was subject to this ~~Section 11.07 and shall include a certification that each such report discloses any deficiencies~~ Agreement or ~~defaults described~~ provided services with respect to the ~~registered public accountants of such Person to enable such accountants to render~~ Trust Fund, the ~~certificates provided for in this Section 11.07~~Certificates or the Mortgage Loans. (b) In the event the Master Servicer, any Subservicer, the Trustee or Reporting Subcontractor is terminated or resigns during the term of this Agreement, such Person shall provide documents and information required by this Section 11.07 with respect to the period of time it was subject to this Agreement or provided services with respect to the Trust Fund, the Certificates or the Mortgage Loans. (c) Each assessment of compliance provided by a Subservicer pursuant to Section 11.07(a)(3) shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit S hereto delivered to the Depositor concurrently with the execution of this Agreement or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section ~~11.07(a)(iii~~11.07(a)(3) or (iv4) need not address any elements of the Servicing Criteria other than those specified by the Master Servicer or the Trustee, as applicable, pursuant to Section ~~11.07(a)(i~~11.07(a)(1).

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Alternative Loan Trust 2007-Oa9), Pooling and Servicing Agreement (Alternative Loan Trust 2007-Al1)

Common use of Report on Assessment of Compliance and Attestation Clause in Contracts