No Petitions. The Trustee, the Securities Administrator and the Master Servicer (not in its individual corporate capacity, but solely as Master Servicer hereunder), by entering into this Agreement, hereby covenant and agree that they shall not at any time institute against the Depositor, or join in any institution against the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to this Agreement or any of the documents entered into by the Depositor in connection with the transactions contemplated by this Agreement.
No Petitions. The Trustee and the Master Servicer (not in its individual corporate capacity, but solely as Master Servicer hereunder), by entering into this Agreement, hereby covenant and agree that they shall not at any time institute against the Depositor, or join in any institution against the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to this Agreement or any of the documents entered into by the Depositor in connection with the transactions contemplated by this Agreement, except that the Trustee shall not be prohibited from filing a proof of claim in any such proceeding.
No Petitions. 115 ATTACHMENTS Exhibit A Forms of Certificates Exhibit B Form of Residual Certificate Transfer Affidavit (Transferee) Exhibit C Form of Residual Certificate Transfer Affidavit (Transferor) Exhibit D [Reserved] Exhibit E List of Purchase and Servicing Agreements Exhibit F List of Custodial Agreements Exhibit G [Reserved] Exhibit H Form of Rule 144A Transfer Certificate Exhibit I Form of Purchaser's Letter for Institutional Accredited Investors Exhibit J Form of ERISA Transfer Affidavit Exhibit K Form of Letter of Representations with the Depository Trust Company Exhibit L Form of Custodian Certification Exhibit M Assignment and Notice of Transfer with respect to each Additional Collateral Mortgage Loan Schedule A Mortgage Loan Schedule Schedule B Principal Balances Schedule This POOLING AND SERVICING AGREEMENT, dated as of October 1, 2004 (the "Agreement"), by and among MORGAN STANLEY CAPITAL I INC., a Xxxxxxrx xxxxxration, as depositor (the "Depositor"), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the "Trustee"), and WELLS FARGO BANK, NATIONAL ASSOCIXXXXX, in its dual capacities as master servicer (the "Master Servicer") and securities administrator (the "Securities Administrator"), and acknowledged by MORGAN STANLEY MORTGAGE CAPITAL IXX., x Xxx Xxxk corporation, as seller (the "Seller"), for purposes of Section 2.05.
No Petitions. The Trustee and the Master Servicer, by entering into this Agreement, hereby covenant and agree that they shall not at any time institute against the Depositor, or join in any institution against the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to this Agreement or any of the documents entered into by the Depositor in connection with the transactions contemplated by this Agreement. 111
No Petitions. The Trustee, by entering into this Agreement, hereby covenants and agrees that it shall not at any time institute against the Depositor, or join in any institution against the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to this Agreement or any of the documents entered into by the Depositor in connection with the transactions contemplated by this Agreement.
No Petitions. 125 EXHIBITS Exhibit A Form of Certificates Exhibit B Form of Residual Certificate Transfer Affidavit (Transferee) Exhibit C Form of Residual Certificate Transfer Affidavit (Transferor) Exhibit D-1 Standard Layout for Monthly Defaulted Loan Report Exhibit D-2 Standard Layout for Monthly Remittance Advice Exhibit D-3 Standard Layout for Realized Loss Report Exhibit E Mortgage Loan Sale and Assignment Agreement Exhibit F List of Limited Purpose Surety Bonds Exhibit G Form of Rule 144A Transfer Certificate Exhibit H Form of Purchaser's Letter for Institutional Accredited Investor Exhibit I Form of ERISA Transfer Affidavit Exhibit J Form of Letter of Representations with the Depository Trust Company Exhibit K Form of Initial Certification Exhibit L Form of Final Certification Exhibit M List of Servicing Officers Exhibit N Request for Release Exhibit O [Reserved] Exhibit P [Reserved] Exhibit Q Form of Back-up Xxxxxxxx-Xxxxx Certification Exhibit R [Reserved] Exhibit S-1 Form of Assessment of Compliance Exhibit S-2 Servicing Criteria to be Addressed in Assessment of Compliance Exhibit T Form of Xxxxxxxx-Xxxxx Certification Exhibit U Additional Disclosure Notification Exhibit V Form of Officer's Certificate of Servicer Exhibit W Form 8-K Disclosure Information Exhibit X Additional Form 10-D Disclosure Exhibit Y Additional Form 10-K Disclosure Schedule A Mortgage Loan Schedule This POOLING AND SERVICING AGREEMENT, dated as of January 1, 2007 (the "Agreement"), by and among XXXXXXX XXXXX MORTGAGE INVESTORS, INC., a Delaware corporation, as depositor (the "Depositor"), HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee"), XXXXX FARGO BANK, N.A., as Master Servicer (in such capacity, the "Master Servicer") and Securities Administrator (in such capacity, the "Securities Administrator"), and PHH MORTGAGE CORPORATION, as Servicer (the "Servicer"), and acknowledged by XXXXXXX XXXXX MORTGAGE LENDING, INC. a Delaware corporation, as sponsor (the "Sponsor"), for purposes of Section 2.05.
No Petitions. 136 Section 11.16
No Petitions. (a) Each Legal Entity hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all of the Indenture Notes and all obligations of Hertz and any other borrower under the Sidecar Credit Agreement and the other Sidecar Loan Documents, it will not institute against, or join with, encourage or cooperate with any other Person in instituting against, the QI, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. In the event that any Legal Entity takes action in violation of this Section 8.19(a), the QI agrees, for the benefit of the HVF Secured Parties and the secured parties under the Collateral Agency Agreement with respect to the obligations of Hertz and any other borrowers under the Sidecar Credit Agreement, that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by any Legal Entity against the QI or the commencement of such action and raise the defense that such Legal Entity has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert.
(b) The QI hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all of the Indenture Notes, it will not institute against, or join with, encourage or cooperate with any other Person in instituting against, HVF, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. In the event that the QI takes action in violation of this Section 8.19(b), HVF agrees, for the benefit of the HVF Secured Parties, that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by the QI against HVF or the commencement of such action and raise the defense that the QI has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert.
(c) The provisions of this Section 8.19 shall survive the termination of this Agreement.
No Petitions. 100 This POOLING AND SERVICING AGREEMENT, dated as of November 1, 2004 (the "Agreement"), by and among XXXXXXX XXXXX MORTGAGE INVESTORS, INC., a Delaware corporation, as depositor (the "Depositor"), CENDANT MORTGAGE CORPORATION, a New Jersey corporation, as servicer (the "Servicer") and XXXXX FARGO BANK, N.A., as Trustee (the "Trustee"), and acknowledged by XXXXXXX XXXXX CREDIT CORPORATION a Delaware corporation, as seller (the "Seller"), for purposes of Section 2.04.
No Petitions. The Escrow Agent hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all of the Indenture Notes, it will not institute against, or join with, encourage or cooperate with any other Person in instituting against HVF, the QI or Hertz, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. In the event that the Escrow Agent takes action in violation of this Section 6.18, (i) each of the QI and HVF agrees, for the benefit of the HVF Secured Parties, and (ii) Hertz agrees, for the benefit of the parties to the Sidecar Loan Documents, that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by the Escrow Agent against the QI, HVF or Hertz or the commencement of such action and raise the defense that the Escrow Agent has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert. The provisions of this Section 6.18 shall survive the termination of this Escrow Agreement.
